Exhibit
4.01a


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS 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, MAY NOT 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN
WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


Original
Issue Date: November 4, 2022


Original
Principal Amount: $2,500,000


Purchase
Price: $2,350,000


Fixed
Conversion Price (subject to adjustment herein): $2.66


 


SENIOR
SECURED CONVERTIBLE NOTE

DUE MAY 4, 2025


 


THIS
SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of iSun, Inc.,
a Delaware corporation (the “Company”), having its principal place of business at 400 Avenue D, Suite 10, Williston,
VT 05495, designated as its Senior Secured Convertible Note due May 4, 2025 (this note, the “Note” and, collectively
with the other notes of such series, the “Notes”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Anson East Master Fund LP or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $2,500,000 on May 4, 2025 (the “Maturity Date”)
or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the
aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject
to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not
otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following
meanings:


 






    	 



    	 



    

 


“Accelerated
Redemption Date” means a date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) after an additional Monthly Redemption Notice in respect of an Accelerated Redemption,
which notice is provided in accordance with Section 6(c)(iii) herein.


 


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


 


“At
The Market Offering” means any equity line of credit, an “at-the-market” offering or similar agreement, whereby
the Company may issue securities at a future determined price.


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any significant Subsidiary (as such term is defined in Rule 1-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any significant
Subsidiary thereof, (b) there is commenced against the Company or any significant Subsidiary thereof any such case or proceeding that
is not dismissed within sixty (60) days after commencement, (c) the Company or any significant Subsidiary thereof is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any significant
Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged
or stayed within sixty (60) calendar days after such appointment, (e) the Company or any significant Subsidiary thereof makes a general
assignment for the benefit of creditors, (f) the Company or any significant Subsidiary thereof calls a meeting of its creditors with
a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any significant Subsidiary thereof admits
in writing that it is generally unable to pay its debts as they become due, (h) the Company or any significant 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 for the purpose of effecting any of the foregoing.


 


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


 


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


 


“Business
Day” means any day other than Saturday, Sunday or other day on which the Federal Bank of New York is closed.


 


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


 






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“Change
of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an
individual or legal entity 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 50%
of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities 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 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company (and all of its Subsidiaries,
taken as a whole) 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 66% of the aggregate voting power of the acquiring entity immediately after the transaction,
(d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not
approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals
who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority
of the members of the Board of Directors who are members on the date hereof), 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.


 


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


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof.


 


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


 


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


 


“EBITDA”
means the Company’s consolidated net income, plus interest expense, plus income taxes, plus depreciation expense, plus amortization
expense.


 


“Effectiveness
Period” shall have the meaning set forth in the Registration Rights Agreement.


 






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“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to
which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the
Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable
future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments
of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements
as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction
Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common
Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but
unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction
Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would
constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption,
the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate
the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed
Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession
of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates,
that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable
date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an
eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market
for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive
of any grace period) all of its SEC Reports during the time period in question.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Exempt
Issuance” shall have the meaning set forth in the Purchase Agreement.


 


“Floor
Price” means $0.40 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for
share splits, share dividends, share combinations, recapitalizations or other similar events; provided, that if on either the six or
twelve month anniversaries of the Issuance Date (each, a “Floor Adjustment Date”), the Floor Price then in effect is higher
than 20% of the lower of (x) the closing price on the Principal Market on such applicable Floor Adjustment Date and (y) the quotient
of (A) the sum of each closing price on the Principal Market during the five (5) Trading Day period ending, and including, such applicable
Floor Adjustment Date, divided by (B) five (5) (such lower price, each, a “Floor Adjustment Measurement Price”), after the
close of the Principal Market on such applicable Floor Adjustment Date, the Floor Price then in effect shall automatically lower to such
applicable Floor Adjustment Measurement Price.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Interest
Conversion Rate” means 90% of the lowest VWAP during the five (5) consecutive Trading Days ending on the Trading Day that is
immediately prior to the applicable Interest Payment Date.


 


“Interest
Conversion Shares” shall have the meaning set forth in Section 2(a).


 


“Interest
Notice Period” shall have the meaning set forth in Section 2(a).


 






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


 


“Interest
Share Amount” shall have the meaning set forth in Section 2(a).


 


“Issuable
Maximum” shall have the meaning set forth in Section 4(e).


 


“Late
Fees” shall have the meaning set forth in Section 2(d).


 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note, plus all accrued and
unpaid interest hereon, divided by the lesser of (i) the Conversion Price, or (ii) 85% of the average of the three lowest VWAPs during
the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default
Amount is either (A) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever
has a lower Conversion Price, multiplied by 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 on the date the Mandatory Default Amount is paid in full, or (ii)
130% of the sum of the outstanding principal amount of this Note, plus accrued and unpaid interest hereon, and (b) all other amounts,
costs, expenses and liquidated damages due in respect of this Note.


 


“Monthly
Conversion Period” shall have the meaning set forth in Section 6(b) hereof.


 


“Monthly
Conversion Price” shall have the meaning set forth in Section 6(b) hereof.


 


“Monthly
Redemption” means the redemption of this Note pursuant to Section 6(b) hereof.


 


“Monthly
Redemption Amount” means, as to a Monthly Redemption, one twenty-sixth (1/26th) of the Original Principal Amount, plus accrued
but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Note. The Monthly Redemption
Amount shall be equal to ninety percent (90%) of the lowest VWAP in the five (5) Trading Days prior to the Monthly Redemption Date, or,
at the Company’s option, in cash with a premium of three (3) percent of the Monthly Redemption Amount.


 


“Monthly
Redemption Date” means (i) with respect to the first (1st) Monthly Redemption, March 1, 2023, and (ii) with
respect to all Monthly Redemptions subsequent to the first Monthly Redemption, the first (1st) of each month commencing on
April 1, 2023, and terminating upon the full redemption of this Note.


 


“Monthly
Redemption Notice” shall have the meaning set forth in Section 6(b) hereof.


 


“Delaware
Courts” shall have the meaning set forth in Section 9(d).


 


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


 






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


 


“Optional
Redemption” shall have the meaning set forth in Section 6(a).


 


“Optional
Redemption Amount” means: as to the period commencing on the Original Issue Date and ending at the Maturity Date, 110% of the
outstanding principal amount of the Note to be redeemed, plus accrued but unpaid interest thereon, plus all liquidated damages and other
amounts due in respect of the Note, if any.


 


“Optional
Redemption Date” shall have the meaning set forth in Section 6(a).


 


“Optional
Redemption Notice” shall have the meaning set forth in Section 6(a).


 


“Optional
Redemption Notice Date” shall have the meaning set forth in Section 6(a).


 


“Optional
Redemption Period” shall have the meaning set forth in Section 6(a).


 


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


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of November 4, 2022 among the Company and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Company
and the original Holders, in the form of Exhibit B attached to the Purchase Agreement.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


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


 


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


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock will, in accordance with the terms hereof,
be listed or quoted for trading on the date in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the
Nasdaq Global Select Market; or the New York Stock Exchange; (or any successors to any of the foregoing).


 






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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the
Company, the fees and expenses of which shall be paid by the Company.


 


Section
2. Interest.


 


a)
Payment of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of five percent (5%) per annum, payable on December 1, 2022, and commencing on January
1, 2023, the first (1st) Trading Day of each month, on each Monthly Redemption Date (as to that principal amount then being
redeemed), on each Conversion Date (as to that principal amount then being converted), on each Optional Redemption Date (as to that principal
amount then being redeemed) and on the Maturity Date (each such date, an “Interest Payment Date”)) (if any Interest
Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash or, at the
Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the Interest Conversion
Rate (the dollar amount to be paid in shares, the “Interest Share Amount”) or a combination thereof; provided,
however, that payment in shares of Common Stock may only occur if (i) all of the Equity Conditions have been met (unless waived
by Holders owning a majority in Original Principal Amount of the Notes in writing) during the ten (10) Trading Days immediately prior
to the applicable Interest Payment Date (the “Interest Notice Period”) and through and including the date such shares
of Common Stock are actually issued to the Holder, (ii) the Company shall have given the Holder notice in accordance with the notice
requirements set forth below and (iii) as to such Interest Payment Date, prior to such Interest Notice Period (but not more than five
(5) Trading Days prior to the commencement of such Interest Notice Period), the Company shall have delivered to the Holder’s account
with The Depository Trust Company a number of shares of Common Stock to be applied against such Interest Share Amount equal to the quotient
of (x) the applicable Interest Share Amount divided by (y) the lesser of the (i) then Conversion Price and (ii) the Interest Conversion
Rate assuming for such purposes that the Interest Payment Date is the Trading Day immediately prior to the commencement of the Interest
Notice Period (the “Interest Conversion Shares”). Notwithstanding anything to the contrary contained in this Section
2(a): (i) if the Company elects to pay any interest in Interest Conversion Shares and the Floor Price is greater than the lesser of the
(a) then Conversion Price and (b) then Interest Conversion Rate, then (ii) the amount of Interest Conversion Shares to be issued to the
Holder will be at the Holder’s option; and (ii) in addition to the payment of an Interest Share Amount in Interest Conversion Shares
(which issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition
of Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash Interest True-Up
Amount”). The Cash Interest True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price
less (z) 92% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is
immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination
or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Interest Share Amount
that is being paid in Interest Conversion Shares. The Company and Holder agree to adjust the foregoing formula, in good-faith, in the
event that the formula does not represent the intent of the Cash Interest True-Up Amount. The intent of the Cash Interest True-Up Amount
is to compensate the Holder for its loss in value due to the condition that an Interest Share Amount cannot be converted into shares
of Common Stock at an Interest Conversion Rate less than the Floor Price. Any such adjustment must be approved by the Holder.


 






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b) Company’s
Election to Pay Interest in Cash or Kind. Subject to the terms and conditions herein, the decision whether to pay interest hereunder
in cash, shares of Common Stock or a combination thereof shall be at the sole discretion of the Company. Prior to the commencement of
any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder on the
applicable Interest Payment Date either in cash, shares of Common Stock or a combination thereof and the Interest Share Amount as to
the applicable Interest Payment Date, provided that the Company may indicate in such notice that the election contained in such notice
shall apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice Period, the Company’s
election (whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest Payment Date. Subject
to the aforementioned conditions, failure to timely deliver such written notice to the Holder shall be deemed an election by the Company
to pay the interest on such Interest Payment Date in cash. At any time the Company delivers a notice to the Holder of its election to
pay the interest in shares of Common Stock, the Company shall timely file a prospectus supplement pursuant to Rule 424 disclosing such
election, if required by the Securities Act and the rules and regulations promulgated thereunder. The aggregate number of shares of Common
Stock otherwise issuable to the Holder on an Interest Payment Date shall be reduced by the number of Interest Conversion Shares previously
issued to the Holder in connection with such Interest Payment Date.


 






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c) Interest
Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall
accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and
unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Payment of interest in shares of
Common Stock (other than the Interest Conversion Shares issued prior to an Interest Notice Period) shall otherwise occur pursuant to
Section 4(c)(ii) herein and, solely for purposes of the payment of interest in shares, the Interest Payment Date shall be deemed the
Conversion Date. Interest shall cease to accrue with respect to any principal amount converted, provided that, the Company actually delivers
the Conversion Shares within the time period required by Section 4(c)(ii) herein. Interest hereunder will be paid 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”).
Except as otherwise provided herein, if at any time the Company pays interest partially in cash and partially in shares of Common Stock
to the holders of the Notes, then such payment of cash shall be distributed ratably among the holders of the then-outstanding Notes based
on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.


 


d) Late
Fee. All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser
of ten percent (10%) per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue
daily from the date such interest is due hereunder through and including the date of actual payment in full. Notwithstanding anything
to the contrary contained herein, if, on any Interest Payment Date the Company has elected to pay accrued interest in the form of Common
Stock but the Company is not permitted to pay accrued interest in Common Stock because it fails to satisfy the conditions for payment
in Common Stock set forth in Section 2(a) herein (and such conditions are not waived by the Holder), then the Company, in lieu of delivering
either shares of Common Stock pursuant to this Section 2 shall deliver, within three (3) Trading Days of each applicable Interest Payment
Date, an amount in cash equal to the interest due plus the Late Fees. If any Interest Conversion Shares are issued to the Holder in connection
with an Interest Payment Date and are not applied against an Interest Share Amount, then the Holder shall promptly return such excess
shares to the Company.


 


e) Prepayment.
Except as otherwise set forth in this Note, the Company may not prepay any portion of the principal amount of this Note without the prior
written consent of the Holder.


 


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 set forth in the
Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state
securities laws and regulations.


 


c) Reliance
on Note Register. 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 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.


 






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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(d) and Section 4(e) hereof). 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 in which case the Holder shall surrender this Note as promptly as is reasonably practicable
after such conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 records showing the principal amount(s) converted and the date of such conversion(s). 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. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following
conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on
the face hereof.


 


b) Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $2.66, subject to adjustment herein (the “Conversion
Price”).


 


c) 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 by (y) the Conversion
Price.


 






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ii. Delivery
of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the
six (6) month anniversary of the Original Issue Date; provided that on the Share Delivery Date the Company has satisfied the current
public information requirements under Rule 144 and the Conversion Shares may be resold without any volume or manner-of-sale restrictions
under Rule 144 or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may
then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note
(including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in shares of Common Stock at
least ten (10) Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, shares of Common Stock representing
the payment of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the ten
(10) Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for
such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement
of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required
to pay accrued interest in cash). On or after the earlier of (i) the six month anniversary of the Original Issue Date; provided that
on the Share Delivery Date the Company has satisfied the current public information requirements under Rule 144 and the Conversion Shares
may be resold without any volume or manner-of-sale restrictions under Rule 144 or (ii) the Effective Date, the Company shall deliver
any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company
or another established clearing corporation performing similar functions. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of the Notice of Conversion.


 


iii. Failure
to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares 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 Conversion Shares, 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 Conversion Shares issued to
such Holder pursuant to the rescinded Notice of Conversion.


 






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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 law 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, however, 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 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 law, agreement 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 and obtained,
and the Company posts a surety bond for the benefit of the Holder in the amount of 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 such injunction,
the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason
to deliver to the Holder such Conversion Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $5 per Trading Day
for each Trading Day after such Share Delivery Date until such Conversion Shares 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 8 hereof 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, without limitation, 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 law.


 






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v. Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares 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 Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(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 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(c)(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, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares 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 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), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms
and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon
the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. 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
and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with
such Registration Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).


 






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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 respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price
or round up to the next whole share.


 


viii. Transfer
Taxes and Expenses. The issuance of Conversion Shares 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 Conversion Shares, 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 Conversion Shares 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 Conversion Shares 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 and all fees to the Depository
Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of
the Conversion Shares.


 


d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert
any portion 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 other Persons acting as a group together with the Holder or any of the
Holder’s Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion
of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are
issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its
Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation,
any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding
sentence, for purposes of this Section 4(d), 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(d) applies, the
determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and
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 Affiliates or 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(d), 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 one Trading
Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Note, by the Holder or its Affiliates 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
notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), 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(d) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 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(d) 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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e)
Issuance Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then
the Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of
Common Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any
Notes issued pursuant to the Purchase Agreement, and (ii) in connection with any warrants issued to any registered broker-dealer as a
fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the issued and outstanding
Common Stock on the First Closing Date shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations
and the like), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Fixed
Conversion Price (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the
Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate
original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata
portion of the Issuable Maximum among Notes held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event
a Holder no longer holds any Notes and the amount of shares issued to the Holder pursuant to the Holder’s Notes was less than the
Holder’s pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is
obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to
the Purchase Agreement as described in clause (ii) above shall provide that such warrants shall not be allocated any portion of the Issuable
Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.


 






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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 distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common 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,
the Notes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a
reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification
of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately
before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section 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) Subsequent
Equity Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option
to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to
purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at
an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”
and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common 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 shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed
to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation
(or, if earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price,
provided that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject
to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement).
Notwithstanding the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters
into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued
Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised.
The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this Section 5(b), 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(b), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive
Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 






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c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the
Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of
Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


d) Pro
Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after
the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution 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
conversion of this Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date of which a record is taken for such Distribution, 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 Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such
Distribution 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).


 






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e) Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken
as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to
sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%)
or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects 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) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such 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 agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder 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) and Section 4(e) 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) and Section 4(e) on the conversion of this Note). For purposes of any such conversion,
the determination of the 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 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 under this Note and the other Transaction Documents (as defined in the Purchase Agreement) 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, 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 under this Note and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding the preceding, if it
is a condition of the buyer, which condition the Holders of a majority in interest of the Original Principal Amount of the Notes have
agreed to, that the Notes not be assumed and must be converted in such Fundamental Transaction into the equity and/or cash paid in such
Fundamental Transaction, then this Note may be cancelled upon payment in full therefor.


 






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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.


 


g) Notice
to the Holder.


 


i. Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver
to each Holder within one (1) Trading Day a notice setting forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 






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ii. Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution 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 (and all of its Subsidiaries, taken as a whole) 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 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, distributions, 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.


 


Section
6. Redemption.


 


a) Optional
Redemption at Election of Company. Subject to the provisions of this Section 6(a), at any time after the Closing Date, the Company
may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder,
the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal
amount of this Note for cash in an amount equal to the applicable Optional Redemption Amount on the thirtieth (30th) Trading
Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such thirty (30) Trading
Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The
Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if
(1) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute
an Event of Default during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through
and including the date payment of the Optional Redemption Amount is actually made in full, and (2) all of the Equity Conditions have
been met (unless waived by Holders owning a majority in Original Principal Amount of the Notes in writing) during such thirty (30) Trading
Days period. If this condition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect
to nullify the Optional Redemption Notice by notice to the Company within three (3) Trading Days after the first day on which such condition
has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the
existence of such event, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the
Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that
it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts
owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably
to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant
to the Purchase Agreement.


 






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b) Monthly
Redemption. On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”).
The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash; provided, however, as to any
Monthly Redemption and upon ten (10) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”),
in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based
on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 90% of the lowest VWAP during the five (5) Trading
Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock
dividend, stock split, stock combination or other similar event affecting the Common Stock during such five (5) Trading Day period) (the
price calculated during the five (5) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion
Price” and such five (5) Trading Day period, the “Monthly Conversion Period”); provided, further,
that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) the Monthly Conversion Price is at least equal
to the Floor Price, and (z) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date
such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder. The Holder
may convert, pursuant to Section 4(a), any principal amount of this Note subject to a Monthly Redemption at any time prior to the date
that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder
are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this
Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be
first applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount
payable in Conversion Shares. Any principal amount of this Note converted during the applicable Monthly Conversion Period in excess of
the Monthly Redemption Amount shall be applied against the last principal amount of this Note scheduled to be redeemed hereunder, in
reverse time order from the Maturity Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered up
until such amounts are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or
a combination thereof shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s)
initial purchases of Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election
to pay the Monthly Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing
such election, if required by the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding anything to the
contrary contained in this Section 6(b): (i) if the Company elects to pay any Monthly Redemption Amount in Conversion Shares, then the
amount of Conversion Shares to be issued to the Holder will be at the Holder’s option; and (ii) if
the Monthly Conversion Price is less than the Floor Price, then in addition to the payment of a Monthly Redemption Amount in Conversion
Shares (which issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the
definition of Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up
Amount”). The Cash True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price
less (z) 92% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is
immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination
or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Monthly Redemption
Amount that is being paid in Conversion Shares. The Company and Holder agrees to adjust the foregoing formula, in good-faith, in the
event that the formula does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate
the Holder for its loss in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock
at a Monthly Conversion Price less than the Floor Price. Any such adjustment must be approved by the Holder.


 






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c) Redemption
Procedure.


 


i. The
payment of cash or issuance of Common Stock, as applicable, pursuant to an Optional Redemption or a Monthly Redemption shall be payable
on the Optional Redemption Date or Monthly Redemption Date, as applicable. If any portion of the payment pursuant to an Optional Redemption
or Monthly Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate
equal to the lesser of 15 % per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding
anything herein contained to the contrary, if any portion of the Optional Redemption Amount or Monthly Redemption Amount remains unpaid
after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption
or Monthly Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company
shall have no further right to exercise such Optional Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s
determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders of Notes. The Holder may
elect to convert the outstanding principal amount of the Note pursuant to Section 4 prior to actual payment in cash for any redemption
under this Section 6 by the delivery of a Notice of Conversion to the Company.


 






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ii. Notwithstanding
anything herein contained to the contrary, the Holder, at its option, may defer any Monthly Redemption (each a “Deferred Redemption”).
In such event, the Holder may elect to receive a Deferred Redemption at any time in shares of Common Stock at the lesser of (i) the Conversion
Price, (ii) 90% of the lowest VWAP in the five (5) Trading Days prior to the Holder’s notice to the Company of its election to
receive payment for the Deferred Redemption. Any payment of a Deferred Redemption that is not converted into shares of Common Stock,
shall be paid in cash to the Holder on the next applicable Monthly Redemption Date.


 


iii. Notwithstanding
anything herein contained to the contrary, the Holder, at its option, may accelerate up to two (2) Monthly Redemptions during any calendar
month (an “Accelerated Redemption”), by indicating such acceleration on a Monthly Redemption Notice (or an additional Monthly
Redemption Notice). In such event, the Holder may elect to receive an Accelerated Redemption (on a LIFO basis) at any time in shares
of Common Stock at the Monthly Conversion Price. Any payment of an Accelerated Redemption shall be paid in Shares of Common Stock on
the Monthly Redemption Date or Accelerated Redemption Date that relates to the Monthly Redemption Notice (or an additional Monthly Redemption
Notice, as the case may be) indicating an Accelerated Redemption. For the avoidance of doubt, the Holder is entitled to an Accelerated
Redemption, at its option, with respect to each Monthly Redemption. For the avoidance of doubt, the Holder shall have the right to provide
the Company an aggregate of two (2) Monthly Redemption Notices during any calendar month. The Company and the Holder may mutually agree
to additional accelerated Monthly Redemptions.


 


d) Mandatory
Redemption at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Note is outstanding, the
Company shall carry out one or more Subsequent Financings, the Holder shall have the right to require the Company to first use up to
20% of the gross proceeds of such Subsequent Financing, other than an At The Market Offering (such dollar amount, the “Mandatory
Redemption Proceeds”), to redeem all or a portion of this Note for an amount in cash equal to the Mandatory Redemption Amount
equal to 1.10 multiplied by the sum of Principal Amount subject to the Mandatory Redemption, plus accrued but unpaid interest, plus liquidated
damages, if any, and any other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”).
The Company shall deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the
Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of
such financing (such additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice
is deemed delivered hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to
require a Mandatory Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice
Date (“Mandatory Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory
Redemption Amount to the Holder on or prior to the fifth (5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory
Redemption Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the
holders of the then outstanding Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s)
initial purchases of Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect
to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 






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Section
7. Negative Covenants. As long as any portion of this Note remains outstanding, unless Holder and the holders of at least 50.1%
in principal amount of the then outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall
not permit any of the Subsidiaries to, directly or indirectly (except to the extent permitted by the terms of the Purchase Agreement):


 


a) except
with the prior written consent of the Agent (as defined in the Security Agreement), and except for up to $1,000,000 in debt related to
capital expenditures enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind
that is pari passu with or senior to the Notes, including, but not limited to, a guarantee, on or with respect to any of its property
or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


b) enter
into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or
hereafter acquired or any interest therein or any income or profits therefrom, except Permitted Liens;


 


c) amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and
adversely affects any rights of the Holder;


 


d) repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common
Stock Equivalents other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents and (ii) repurchases
of Common Stock or Common Stock Equivalents of departing officers and directors of the Company, pursuant to any equity incentive approved
by the disinterest member of the Board of Directors, provided that such repurchases shall not exceed an aggregate of $50,000 for all
officers and directors during the term of this Note;


 


e) repay,
repurchase or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money of any kind incurred after the Original
Issue Date;


 


f) repay,
repurchase or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money of any kind held by any Related Party
or Affiliate of the Company;


 






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g) pay
cash dividends or distributions on any equity securities of the Company;


 


h) subject
to Section 4.20 of the Purchase Agreement, enter into any transaction with any Affiliate of the Company or Related Party;


 


i) permit
the Company’s consolidated cash balance to be less than $2,000,000 at any time, which amount shall increase to $3,000,000 from
and after the Second Closing Date;


 


j) as
of the last day of each fiscal quarter, permit earned revenue or EBITDA to be less than the amounts set forth on Exhibit A attached
hereto. The Company shall report compliance with such covenants by the close of business on
the thirtieth (30th) day (or the next Business Day if such day is not a Business Day) following each such fiscal quarter in the form
set forth on Exhibit B hereto; or


 


k) enter
into any agreement with respect to any of the foregoing.


 


Section
8. 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 operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


i. any
default in the payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder
on any Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration
or otherwise) which default, solely in the case of an interest payment or other default under clause (B) above, is not cured within ten
(10) Trading Days;


 


ii. the
Company shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of
its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) or in
any Transaction Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) ten (10) Trading Days after
notice of such failure sent by the Holder or by any other Holder to the Company and (B) fifteen (15) Trading Days after the Company has
become or should have become aware of such failure;


 


iii. a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall
occur under (A) any of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company
or any Subsidiary is obligated (and not covered by clause (vi) below) with a cure period of fifteen (15) Trading Days of the date of
the occurrence;


 






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iv. any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any
other report, financial 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, which if curable, has not been cured within fifteen (15) Trading Days of
date of the occurrence;


 


v. the
Company or any significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 


vi. the
Company or any Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement,
factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness
for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000,
whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise become due and payable;


 


vii. 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 Trading Days;


 


viii. the
Company (and all of its Subsidiaries, taken as a whole) shall be a party to any Change of Control Transaction or Fundamental Transaction
or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether
or not such sale would constitute a Change of Control Transaction);


 


ix. the
Initial Registration Statement (as defined in the Registration Rights Agreement) shall not have been declared effective by the Commission
on or prior to the 60th calendar day after the Closing Date if the Company has not used, and does not continue to use, its
best efforts during such period to have such Registration Statement declared effective and the Registration Statement is not declared
effective with 75 days, or the Company does not meet the current public information requirements under Rule 144 in respect of the Registrable
Securities (as defined in the Registration Rights Agreement);


 


x. if,
during the Effectiveness Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration Statement
lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration Rights
Agreement) under the Registration Statement for a period of more than twenty (20) consecutive Trading Days or thirty (30) non-consecutive
Trading Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation,
acquisition or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the
Company, the Registration Statement would be required to be amended to include information concerning such pending transaction(s) or
the parties thereto which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an
additional ten (10) consecutive Trading Days during any twelve (12) month period pursuant to this Section 8(a)(x);


 






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xi. the
Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the third (3rd) Trading Day after a Conversion
Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement,
of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


xii. any
Person shall materially breach any agreement delivered to the initial Holders pursuant to Section 2.2 of the Purchase Agreement;


 


xiii. the
electronic transfer by the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation
is no longer available or is subject to a “chill” for a period of five Trading Days;


 


xiv. any
monetary judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective
property or other assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of 45 calendar days;


 


xv.
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions
are satisfied or that there has been no Equity Conditions Failure or as to whether any Event of Default has occurred;


 


xv. the
Company shall fail to maintain the Required Minimum;


 


xvi. the
Company does not obtain the Stockholder Consent on the Closing Date;


 


xvii. the
Proxy Statement is not filed with the Commission within thirty (30) calendar days of the Closing Date;


 


xviii. the
Company does not hold a special meeting of shareholders for the purpose of obtaining Shareholder Approval by the 90th calendar
day after the First Closing Date;


 


xix. the
Company shall fail to timely make any filings required under the Exchange Act;


 


xx. the
Company fails to satisfy the current public information requirements under Rule 144;


 






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xxi. the
Company fails to cause the security filings described in Section 4.21 of the Purchase Agreement to be made within 29 calendar days of
the Original Issue Date; or


 


xxii. the
Company fails to cause the security filings described in Section 4.22 and Section 4.23 of the Purchase Agreement to be made within a
reasonable period of time.


 


b) Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election,
immediately due and payable, at the Holders election in cash at the Mandatory Default Amount or in shares of Common Stock at the Mandatory
Default Amount at a conversion price equal to 85% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days
ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default Amount is demanded or otherwise due.
Commencing ten (10) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest
rate on this Note shall accrue at an interest rate equal to the lesser of 10% per annum or the maximum rate permitted under applicable
law. Upon the payment in full of the Mandatory Default Amount, 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, 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 law. 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 8(b). No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section
9. Miscellaneous.


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any
Notice of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized
overnight courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or
address as the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a). Any and
all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally,
by facsimile, by email attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile
number, email address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment
or address appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth
on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email
address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier
service or (iv) upon actual receipt by the party to whom such notice is required to be given.


 






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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 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.


 


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 Delaware , 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, Delaware (the “Delaware Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware 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 Delaware Courts, or such Delaware Courts are improper or inconvenient
venue for such proceeding. Each party hereby irrevocably 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.


 






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e) Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder
to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver
by the Company or the Holder must be in writing.


 


f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it
shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The
Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company
from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully
do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such
as though no such law has been enacted.


 


g) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and
in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. 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).
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. 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.


 






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h) Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.


 


i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.


 


j) Secured
Obligation. The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary pursuant
to the Security Agreement, dated the date hereof between the Company, the Subsidiaries of the Company and the Secured Parties (as defined
therein). The Company acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against
the Company or a Subsidiary, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy
or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction
Documents and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section
362 to permit the Holder to exercise all of its rights and remedies pursuant to the Transaction Documents and/or applicable law. THE
COMPANY EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE COMPANY EXPRESSLY ACKNOWLEDGES
AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT
LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE
ANY OF ITS RIGHTS AND REMEDIES UNDER THE TRANSACTION DOCUMENTS AND/OR APPLICABLE LAW. The Company hereby consents to any motion for relief
from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Company and, further,
agrees not to file any opposition to any motion for relief from stay filed by the Holder. The Company represents, acknowledges and agrees
that this provision is a specific and material aspect of the Transaction Documents, and that the Holder would not agree to the terms
of this Note and the other Transaction Documents if this waiver were not a part of this Note. The Company further represents, acknowledges
and agrees that is waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of
the Holder has made any representations to induce this waiver, that the Company has been represented (or has had the opportunity to by
represented) in the signing of this Note and the Transaction Documents and in the making of this waiver by independent legal counsel
selected by the Company and that the Company has discussed this waiver with counsel.


 


k) Reserved.


 






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l) Equitable
Adjustment. Trading volume amounts, price/volume amounts, the amount of shares of Common Stock identified in the Purchase Agreement,
Conversion Price, shares of Common Stock underlying the Notes, and similar figures in the Transaction Documents shall be equitably adjusted
(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in the Purchase Agreement and
Notes.


 


m) Issuance
of Conversion Shares Below Floor Price. For the avoidance of doubt, subject to Section 6(b), the Company shall not issue any shares
of Common Stock to the Holder in connection with this Note if the applicable conversion price is less than the Floor Price.


 


Section
10. Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the
Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its Subsidiaries, the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such
material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains
material, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating
to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


 


*********************


 


(Signature
Page Follows)


 









    	32



    	 



    

 


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.


 


	iSUN, INC.	 
	 	 	 
	By:	/s/ Jeffrey Peck	 
	Name:	Jeffrey Peck	 
	Title:	Chief Executive Officer	 


 


Facsimile
No. for delivery of Notices: _________________________________ 


 









    	33



    	 



    

 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Senior Secured Convertible Note due May 4, 2025 of iSun, 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:
	 	Address
    for Delivery of Common Stock Certificates:
	 	Or
	 	DWAC
    Instructions:
	 	 	Broker
    No.: ______________________________  
	 	 	Account
No.: ____________________________ 


 






    	 



    	 



    

 


Exhibit
A


 


Revenue
and EBITDA covenants


 









    	 



    	 



    

 


Exhibit
B


 


Compliance
Certificate


 






    	 



     


    

 


Exhibit 4.01b


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH
THIS SECURITY IS CONVERTIBLE HAS 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, MAY NOT 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: November 4, 2022


Original Principal Amount: 10,000,000


Purchase Price: 9,400,000


Fixed Conversion Price (subject to adjustment herein):
$2.66


 


SENIOR SECURED CONVERTIBLE
NOTE


DUE MAY 4, 2025


 


THIS SENIOR SECURED CONVERTIBLE
NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of iSun, Inc., a Delaware corporation (the
“Company”), having its principal place of business at 400 Avenue D, Suite 10, Williston, VT 05495, designated as its
Senior Secured Convertible Note due May 4, 2025 (this note, the “Note” and, collectively with the other notes of such
series, the “Notes”).


 


FOR VALUE RECEIVED, the Company
promises to pay to Anson Investments Master Fund LP or its registered assigns (the “Holder”), or shall have paid pursuant
to the terms hereunder, the principal sum of $10,000,000 on May 4, 2025 (the “Maturity Date”) or such earlier date
as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional
provisions:


 


Section 1. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall
have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 




    	 



    	 



    

 


“Accelerated
Redemption Date” means a date that is the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) after an additional Monthly Redemption Notice in respect of an Accelerated Redemption,
which notice is provided in accordance with Section 6(c)(iii) herein.


 


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


 


“At The Market
Offering” means any equity line of credit, an “at-the-market” offering or similar agreement, whereby the Company
may issue securities at a future determined price.


 


“Bankruptcy
Event” means any of the following events: (a) the Company or any significant Subsidiary (as such term is defined in Rule 1-02(w)
of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any significant
Subsidiary thereof, (b) there is commenced against the Company or any significant Subsidiary thereof any such case or proceeding that
is not dismissed within sixty (60) days after commencement, (c) the Company or any significant Subsidiary thereof is adjudicated insolvent
or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any significant
Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged
or stayed within sixty (60) calendar days after such appointment, (e) the Company or any significant Subsidiary thereof makes a general
assignment for the benefit of creditors, (f) the Company or any significant Subsidiary thereof calls a meeting of its creditors with a
view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any significant Subsidiary thereof admits
in writing that it is generally unable to pay its debts as they become due, (h) the Company or any significant 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 for the purpose of effecting any of the foregoing.


 


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


 


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


 


“Business Day”
means any day other than Saturday, Sunday or other day on which the Federal Bank of New York is closed.


 


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


 




    	2



    	 



    

 


“Change of
Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual
or legal entity 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 50% of the voting securities
of the Company (other than by means of conversion or exercise of the Notes and the Securities 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 66% of the aggregate voting
power of the Company or the successor entity of such transaction, (c) the Company (and all of its Subsidiaries, taken as a whole) 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 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time
or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those
individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of
the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of
Directors who are members on the date hereof), 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.


 


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


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms hereof.


 


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


 


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


 


“EBITDA”
means the Company’s consolidated net income, plus interest expense, plus income taxes, plus depreciation expense, plus amortization
expense.


 


“Effectiveness
Period” shall have the meaning set forth in the Registration Rights Agreement.


 




    	3



    	 



    

 


“Equity Conditions”
means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring
by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other
amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder
is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents
(and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all
of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may
be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined
by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent
and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents
are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on
a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued
and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents,
(f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute
an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the
shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate
the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed
Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession
of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates,
that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable
date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight
percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for
the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive
of any grace period) all of its SEC Reports during the time period in question.


 


“Event of Default”
shall have the meaning set forth in Section 8(a).


 


“Exempt Issuance”
shall have the meaning set forth in the Purchase Agreement.


 


“Floor Price”
means $0.40 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for share splits, share
dividends, share combinations, recapitalizations or other similar events; provided, that if on either the six or twelve month anniversaries
of the Issuance Date (each, a “Floor Adjustment Date”), the Floor Price then in effect is higher than 20% of the lower of
(x) the closing price on the Principal Market on such applicable Floor Adjustment Date and (y) the quotient of (A) the sum of each closing
price on the Principal Market during the five (5) Trading Day period ending, and including, such applicable Floor Adjustment Date, divided
by (B) five (5) (such lower price, each, a “Floor Adjustment Measurement Price”), after the close of the Principal Market
on such applicable Floor Adjustment Date, the Floor Price then in effect shall automatically lower to such applicable Floor Adjustment
Measurement Price.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Interest Conversion
Rate” means 90% of the lowest VWAP during the five (5) consecutive Trading Days ending on the Trading Day that is immediately
prior to the applicable Interest Payment Date.


 


“Interest Conversion
Shares” shall have the meaning set forth in Section 2(a).


 


“Interest Notice
Period” shall have the meaning set forth in Section 2(a).


 




    	4



    	 



    

 


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


 


“Interest Share
Amount” shall have the meaning set forth in Section 2(a).


 


“Issuable Maximum”
shall have the meaning set forth in Section 4(e).


 


“Late Fees”
shall have the meaning set forth in Section 2(d).


 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note, plus all accrued and
unpaid interest hereon, divided by the lesser of (i) the Conversion Price, or (ii) 85% of the average of the three lowest VWAPs during
the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default
Amount is either (A) demanded (if demand or notice is required to create an Event of Default) or otherwise due or (B) paid in full, whichever
has a lower Conversion Price, multiplied by 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 on the date the Mandatory Default Amount is paid in full, or (ii) 130%
of the sum of the outstanding principal amount of this Note, plus accrued and unpaid interest hereon, and (b) all other amounts, costs,
expenses and liquidated damages due in respect of this Note.


 


“Monthly Conversion
Period” shall have the meaning set forth in Section 6(b) hereof.


 


“Monthly Conversion
Price” shall have the meaning set forth in Section 6(b) hereof.


 


“Monthly Redemption”
means the redemption of this Note pursuant to Section 6(b) hereof.


 


“Monthly Redemption
Amount” means, as to a Monthly Redemption, one twenty-sixth (1/26th) of the Original Principal Amount, plus accrued but unpaid
interest, liquidated damages and any other amounts then owing to the Holder in respect of this Note. The Monthly Redemption Amount shall
be equal to ninety percent (90%) of the lowest VWAP in the five (5) Trading Days prior to the Monthly Redemption Date, or, at the Company’s
option, in cash with a premium of three (3) percent of the Monthly Redemption Amount.


 


“Monthly
Redemption Date” means (i) with respect to the first (1st)
Monthly Redemption, March  1, 2023, and (ii) with respect to all Monthly Redemptions subsequent to the first Monthly Redemption,
the first (1st) of each month commencing on April 1, 2023, and terminating upon the full redemption of this Note.


 


“Monthly Redemption
Notice” shall have the meaning set forth in Section 6(b) hereof.


 


“Delaware Courts”
shall have the meaning set forth in Section 9(d).


 


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


 




    	5



    	 



    

 


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


 


“Optional Redemption”
shall have the meaning set forth in Section 6(a).


 


“Optional Redemption
Amount” means: as to the period commencing on the Original Issue Date and ending at the Maturity Date, 110% of the outstanding
principal amount of the Note to be redeemed, plus accrued but unpaid interest thereon, plus all liquidated damages and other amounts due
in respect of the Note, if any.


 


“Optional Redemption
Date” shall have the meaning set forth in Section 6(a).


 


“Optional Redemption
Notice” shall have the meaning set forth in Section 6(a).


 


“Optional Redemption
Notice Date” shall have the meaning set forth in Section 6(a).


 


“Optional Redemption
Period” shall have the meaning set forth in Section 6(a).


 


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


 


“Purchase Agreement”
means the Securities Purchase Agreement, dated as of November 4, 2022 among the Company and the original Holders, as amended, modified
or supplemented from time to time in accordance with its terms.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Company
and the original Holders, in the form of Exhibit B attached to the Purchase Agreement.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by each Holder as provided for in the Registration Rights Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


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


 


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


 


“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges on which the Common Stock will, in accordance with the terms hereof, be listed or quoted
for trading on the date in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select
Market; or the New York Stock Exchange; (or any successors to any of the foregoing).


 




    	6



    	 



    

 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


Section 2. Interest.


 


a) Payment
of Interest in Cash or Kind. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note at the rate of five percent (5%) per annum, payable on December 1, 2022, and commencing on January
1, 2023, the first (1st) Trading Day of
each month, on each Monthly Redemption Date (as to that principal amount then being redeemed), on each Conversion Date (as to that principal
amount then being converted), on each Optional Redemption Date (as to that principal amount then being redeemed) and on the Maturity
Date (each such date, an “Interest Payment Date”))
(if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in
cash or, at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock at the
Interest Conversion Rate (the dollar amount to be paid in shares, the “Interest
Share Amount”) or a combination thereof; provided,
however, that payment in shares of Common Stock
may only occur if (i) all of the Equity Conditions have been met (unless waived by Holders owning a majority in Original Principal Amount
of the Notes in writing) during the ten (10) Trading Days immediately prior to the applicable Interest Payment Date (the “Interest
Notice Period”) and through and including the date such shares of Common Stock are actually issued to the Holder, (ii)
the Company shall have given the Holder notice in accordance with the notice requirements set forth below and (iii) as to such Interest
Payment Date, prior to such Interest Notice Period (but not more than five (5) Trading Days prior to the commencement of such Interest
Notice Period), the Company shall have delivered to the Holder’s account with The Depository Trust Company a number of shares of
Common Stock to be applied against such Interest Share Amount equal to the quotient of (x) the applicable Interest Share Amount divided
by (y) the lesser of the (i) then Conversion Price and (ii) the Interest Conversion Rate assuming for such purposes that the Interest
Payment Date is the Trading Day immediately prior to the commencement of the Interest Notice Period (the “Interest
Conversion Shares”). Notwithstanding anything to the contrary contained in this Section 2(a): (i) if the Company elects
to pay any interest in Interest Conversion Shares and the Floor Price is greater than the lesser of the (a) then Conversion Price and
(b) then Interest Conversion Rate, then (ii) the amount of Interest Conversion Shares to be issued to the Holder will be at the Holder’s
option; and (ii) in addition to the payment of an Interest Share Amount in Interest Conversion Shares (which issuance shall be at the
Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition of Equity Conditions not being
satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash
Interest True-Up Amount”). The Cash Interest True-Up Amount shall be determined by the product of (i) the difference
between (y) the Floor Price less (z) 92% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending
on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock dividend,
stock split, stock combination or other similar event affecting the Common Stock during such ten (10) Trading Day period), multiplied
by (ii) the Interest Share Amount that is being paid in Interest Conversion Shares. The Company and Holder agree to adjust the foregoing
formula, in good-faith, in the event that the formula does not represent the intent of the Cash Interest True-Up Amount. The intent of
the Cash Interest True-Up Amount is to compensate the Holder for its loss in value due to the condition that an Interest Share Amount
cannot be converted into shares of Common Stock at an Interest Conversion Rate less than the Floor Price. Any such adjustment must be
approved by the Holder.


 




    	7



    	 



    

 


b) Company’s
Election to Pay Interest in Cash or Kind. Subject to the terms and conditions herein, the decision whether to pay interest hereunder
in cash, shares of Common Stock or a combination thereof shall be at the sole discretion of the Company. Prior to the commencement of
any Interest Notice Period, the Company shall deliver to the Holder a written notice of its election to pay interest hereunder on the
applicable Interest Payment Date either in cash, shares of Common Stock or a combination thereof and the Interest Share Amount as to the
applicable Interest Payment Date, provided that the Company may indicate in such notice that the election contained in such notice shall
apply to future Interest Payment Dates until revised by a subsequent notice. During any Interest Notice Period, the Company’s election
(whether specific to an Interest Payment Date or continuous) shall be irrevocable as to such Interest Payment Date. Subject to the aforementioned
conditions, failure to timely deliver such written notice to the Holder shall be deemed an election by the Company to pay the interest
on such Interest Payment Date in cash. At any time the Company delivers a notice to the Holder of its election to pay the interest in
shares of Common Stock, the Company shall timely file a prospectus supplement pursuant to Rule 424 disclosing such election, if required
by the Securities Act and the rules and regulations promulgated thereunder. The aggregate number of shares of Common Stock otherwise issuable
to the Holder on an Interest Payment Date shall be reduced by the number of Interest Conversion Shares previously issued to the Holder
in connection with such Interest Payment Date.


 


c) Interest Calculations.
Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing
on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated
damages and other amounts which may become due hereunder, has been made. Payment of interest in shares of Common Stock (other than the
Interest Conversion Shares issued prior to an Interest Notice Period) shall otherwise occur pursuant to Section 4(c)(ii) herein and, solely
for purposes of the payment of interest in shares, the Interest Payment Date shall be deemed the Conversion Date. Interest shall cease
to accrue with respect to any principal amount converted, provided that, the Company actually delivers the Conversion Shares within the
time period required by Section 4(c)(ii) herein. Interest hereunder will be paid 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”). Except as otherwise
provided herein, if at any time the Company pays interest partially in cash and partially in shares of Common Stock to the holders of
the Notes, then such payment of cash shall be distributed ratably among the holders of the then-outstanding Notes based on their (or their
predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.


 


d) Late Fee.
All overdue accrued and unpaid interest to be paid hereunder shall entail a late fee at an interest rate equal to the lesser of ten percent
(10%) per annum or the maximum rate permitted by applicable law (the “Late Fees”) which shall accrue daily from the
date such interest is due hereunder through and including the date of actual payment in full. Notwithstanding anything to the contrary
contained herein, if, on any Interest Payment Date the Company has elected to pay accrued interest in the form of Common Stock but the
Company is not permitted to pay accrued interest in Common Stock because it fails to satisfy the conditions for payment in Common Stock
set forth in Section 2(a) herein (and such conditions are not waived by the Holder), then the Company, in lieu of delivering either shares
of Common Stock pursuant to this Section 2 shall deliver, within three (3) Trading Days of each applicable Interest Payment Date, an amount
in cash equal to the interest due plus the Late Fees. If any Interest Conversion Shares are issued to the Holder in connection with an
Interest Payment Date and are not applied against an Interest Share Amount, then the Holder shall promptly return such excess shares to
the Company.


 


e) Prepayment.
Except as otherwise set forth in this Note, the Company may not prepay any portion of the principal amount of this Note without the prior
written consent of the Holder.


 


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 set forth in the Purchase Agreement and
may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.


 




    	8



    	 



    

 


c) Reliance on Note
Register. 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 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.


 


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(d) and Section 4(e) hereof). 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 in which case the Holder shall surrender this Note as promptly as is reasonably practicable after such
conversion without delaying the Company’s obligation to deliver the shares on the Share Delivery Date. 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 records showing the principal amount(s) converted and the date of such conversion(s). 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. The Holder, and
any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion
of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.


 


b) Conversion Price.
The conversion price in effect on any Conversion Date shall be equal to $2.66, subject to adjustment herein (the “Conversion
Price”).


 


c) 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 by (y) the Conversion Price.


 




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ii. Delivery of Conversion
Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Company shall
deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six (6) month anniversary
of the Original Issue Date; provided that on the Share Delivery Date the Company has satisfied the current public information requirements
under Rule 144 and the Conversion Shares may be resold without any volume or manner-of-sale restrictions under Rule 144 or (ii) the Effective
Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement)
representing the number of Conversion Shares being acquired upon the conversion of this Note (including, if the Company has given continuous
notice pursuant to Section 2(b) for payment of interest in shares of Common Stock at least ten (10) Trading Days prior to the date on
which the Notice of Conversion is delivered to the Company, shares of Common Stock representing the payment of accrued interest otherwise
determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the ten (10) Trading Days period immediately prior
to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company
deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank
check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or
after the earlier of (i) the six month anniversary of the Original Issue Date; provided that on the Share Delivery Date the Company has
satisfied the current public information requirements under Rule 144 and the Conversion Shares may be resold without any volume or manner-of-sale
restrictions under Rule 144 or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the
Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing
similar functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in
a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Conversion.


 


iii. Failure to Deliver
Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares 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 Conversion Shares, 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 Conversion Shares issued to such Holder
pursuant to the rescinded Notice of Conversion.


 




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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 law 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, however, 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
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 law, agreement 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 and obtained, and the Company posts a surety bond for the
benefit of the Holder in the amount of 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 such injunction, the Company shall issue Conversion Shares
or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such Conversion
Shares pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of principal amount being converted, $5 per Trading Day for each Trading Day after such Share Delivery
Date until such Conversion Shares 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 8 hereof 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, without limitation, 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 law.


 




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v. Compensation for
Buy-In on Failure to Timely Deliver Conversion Shares 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 Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(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 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(c)(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, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares 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 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), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and
conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the
conversion of the then outstanding principal amount of this Note and payment of interest hereunder. 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 and, if
the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration
Statement (subject to such Holder’s compliance with its obligations under the Registration Rights Agreement).


 


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 respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the
next whole share.


 




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viii. Transfer Taxes
and Expenses. The issuance of Conversion Shares 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 Conversion Shares, 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 Conversion Shares 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 Conversion Shares 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 and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion
Shares.


 


d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of this Note, and a Holder shall not have the right to convert
any portion 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 other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and
its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect
to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion
of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties
and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation
on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned
by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section
4(d), 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(d) applies, the determination of whether this Note is convertible
(in relation to other securities owned by the Holder together with any Affiliates and 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 Affiliates or 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(d), 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 one Trading Day confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates 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 notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 4(d), 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(d) shall continue to apply. Any increase
in the Beneficial Ownership Limitation will not be effective until the 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(d) 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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e) Issuance
Limitations. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, then the
Company may not issue, upon conversion of this Note, a number of shares of Common Stock which, when aggregated with any shares of Common
Stock issued on or after the Original Issue Date and prior to such Conversion Date (i) in connection with the conversion of any Notes
issued pursuant to the Purchase Agreement, and (ii) in connection with any warrants issued to any registered broker-dealer as a fee in
connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 19.99% of the issued and outstanding
Common Stock on the First Closing Date shares of Common
Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like), excluding for purposes of such calculation
shares of Common Stock issued at a price equal to or greater than the Fixed Conversion Price (such number of shares, the “Issuable
Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing
(x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the
Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Issuable Maximum among Notes held
by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Notes and the amount
of shares issued to the Holder pursuant to the Holder’s Notes was less than the Holder’s pro-rata share of the Issuable Maximum.
For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered
broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreement as described in clause (ii) above
shall provide that such warrants shall not be allocated any portion of the Issuable Maximum and shall be unexercisable unless and until
such Shareholder Approval is obtained and effective.


 


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 distribution
or distributions payable in shares of Common Stock on shares of Common Stock or any Common 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, the Notes), (ii)
subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split)
outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the
Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event,
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made
pursuant to this Section 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) Subsequent Equity
Sales. If, at any time while this Note is outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to
purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase
or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective
price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such
issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common 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
shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have
occurred for less than the Conversion Price on such date of the Dilutive Issuance), then simultaneously with the consummation (or, if
earlier, the announcement) of each Dilutive Issuance the Conversion Price shall be reduced to equal the Base Conversion Price, provided
that the Base Conversion Price shall not be less than the Floor Price (as defined herein and for the avoidance of doubt subject to adjustment
for reverse and forward stock splits, recapitalizations and similar transactions following the date of the Purchase Agreement). Notwithstanding
the foregoing, no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable
Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock
or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company
shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents
subject to this Section 5(b), 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(b), upon the occurrence of any Dilutive Issuance, the
Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive
Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


 




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c) Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants, issues or sells any Common
Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares
of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of
Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without
limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale
of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


d) Pro Rata Distributions.
During such time as this Note is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note,
then, in each such case, the Holder shall be entitled to participate in such Distribution 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 conversion of this Note (without
regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date of which a record is taken for such Distribution, 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 Distribution (provided, however, that, to the
extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of
any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution 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).


 




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e) Fundamental Transaction.
If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects 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) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such 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 agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder 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) and Section 4(e) 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) and Section 4(e) on the conversion of this Note). For purposes of any such conversion,
the determination of the 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 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 under this Note and the other Transaction Documents (as defined in the Purchase Agreement) 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, 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 under this Note and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein. Notwithstanding the preceding, if it is a condition
of the buyer, which condition the Holders of a majority in interest of the Original Principal Amount of the Notes have agreed to, that
the Notes not be assumed and must be converted in such Fundamental Transaction into the equity and/or cash paid in such Fundamental Transaction,
then this Note may be cancelled upon payment in full therefor.


 


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.


 




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g) Notice to the
Holder.


 


i. Adjustment to Conversion
Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver to each Holder
within one (1) Trading Day a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.


 


ii. Notice to Allow
Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution 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 (and all of its Subsidiaries, taken as a whole) 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 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, distributions, 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.


 


Section 6. Redemption.


 


a) Optional Redemption
at Election of Company. Subject to the provisions of this Section 6(a), at any time after the Closing Date, the Company may deliver
a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the
“Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal
amount of this Note for cash in an amount equal to the applicable Optional Redemption Amount on the thirtieth (30th) Trading
Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such thirty (30) Trading
Day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The
Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if (1)
there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute
an Event of Default during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through
and including the date payment of the Optional Redemption Amount is actually made in full, and (2) all of the Equity Conditions have been
met (unless waived by Holders owning a majority in Original Principal Amount of the Notes in writing) during such thirty (30) Trading
Days period. If this condition shall cease to be satisfied at any time during the Optional Redemption Period, then the Holder may elect
to nullify the Optional Redemption Notice by notice to the Company within three (3) Trading Days after the first day on which such condition
has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the
existence of such event, such notice period shall be extended to the third (3rd) Trading Day after proper notice from the Company)
in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor
all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon
are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the
holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase
Agreement.


 




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b) Monthly Redemption.
On each Monthly Redemption Date, the Company shall redeem the Monthly Redemption Amount (the “Monthly Redemption”).
The Monthly Redemption Amount payable on each Monthly Redemption Date shall be paid in cash; provided, however, as to any
Monthly Redemption and upon ten (10) Trading Days’ prior written irrevocable notice (the “Monthly Redemption Notice”),
in lieu of a cash redemption payment the Company may elect to pay all or part of a Monthly Redemption Amount in Conversion Shares based
on a conversion price equal to the lesser of (i) the then Conversion Price and (ii) 90% of the lowest VWAP during the five (5) Trading
Days ending on the Trading Day that is immediately prior to the applicable Monthly Redemption Date (subject to adjustment for any stock
dividend, stock split, stock combination or other similar event affecting the Common Stock during such five (5) Trading Day period) (the
price calculated during the five (5) Trading Day period immediately prior to the Monthly Redemption Date, the “Monthly Conversion
Price” and such five (5) Trading Day period, the “Monthly Conversion Period”); provided, further,
that the Company may not pay the Monthly Redemption Amount in Conversion Shares unless (y) the Monthly Conversion Price is at least equal
to the Floor Price, and (z) from the date the Holder receives the duly delivered Monthly Redemption Notice through and until the date
such Monthly Redemption is paid in full, the Equity Conditions have been satisfied, unless waived in writing by the Holder. The Holder
may convert, pursuant to Section 4(a), any principal amount of this Note subject to a Monthly Redemption at any time prior to the date
that the Monthly Redemption Amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder
are due and paid in full. Unless otherwise indicated by the Holder in the applicable Notice of Conversion, any principal amount of this
Note converted during the applicable Monthly Conversion Period until the date the Monthly Redemption Amount is paid in full shall be first
applied to the principal amount subject to the Monthly Redemption Amount payable in cash and then to the Monthly Redemption Amount payable
in Conversion Shares. Any principal amount of this Note converted during the applicable Monthly Conversion Period in excess of the Monthly
Redemption Amount shall be applied against the last principal amount of this Note scheduled to be redeemed hereunder, in reverse time
order from the Maturity Date. The Company covenants and agrees that it will honor all Notices of Conversion tendered up until such amounts
are paid in full. The Company’s determination to pay a Monthly Redemption in cash, shares of Common Stock or a combination thereof
shall be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases
of Notes pursuant to the Purchase Agreement. At any time the Company delivers a notice to the Holder of its election to pay the Monthly
Redemption Amount in shares of Common Stock, the Company shall file a prospectus supplement pursuant to Rule 424 disclosing such election,
if required by the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding anything to the contrary contained
in this Section 6(b): (i) if the Company elects to pay any Monthly Redemption Amount in Conversion Shares, then the amount of Conversion
Shares to be issued to the Holder will be at the Holder’s option; and (ii) if the Monthly
Conversion Price is less than the Floor Price, then in addition to the payment of a Monthly Redemption Amount in Conversion Shares (which
issuance shall be at the Floor Price) (in the event that the Holder permits such issuance albeit subparagraph (j) of the definition of
Equity Conditions not being satisfied), the Company shall pay to the Holder cash as a true-up (the “Cash True-Up Amount”).
The Cash True-Up Amount shall be determined by the product of (i) the difference between (y) the Floor Price less (z) 92% of the
average of the three lowest VWAPs during the ten (10) consecutive Trading Days ending on the Trading Day that is immediately prior to
the applicable Monthly Redemption Date (subject to adjustment for any stock dividend, stock split, stock combination or other similar
event affecting the Common Stock during such ten (10) Trading Day period), multiplied by (ii) the Monthly Redemption Amount that is being
paid in Conversion Shares. The Company and Holder agrees to adjust the foregoing formula, in good-faith, in the event that the formula
does not represent the intent of the Cash True-Up Amount. The intent of the Cash True-Up Amount is to compensate the Holder for its loss
in value due to the condition that a Monthly Redemption Amount cannot be converted into shares of Common Stock at a Monthly Conversion
Price less than the Floor Price. Any such adjustment must be approved by the Holder.


 




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c) Redemption Procedure.


 


i. The payment of cash
or issuance of Common Stock, as applicable, pursuant to an Optional Redemption or a Monthly Redemption shall be payable on the Optional
Redemption Date or Monthly Redemption Date, as applicable. If any portion of the payment pursuant to an Optional Redemption or Monthly
Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the
lesser of 15 % per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein
contained to the contrary, if any portion of the Optional Redemption Amount or Monthly Redemption Amount remains unpaid after such date,
the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption or Monthly
Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have
no further right to exercise such Optional Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s
determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders of Notes. The Holder may
elect to convert the outstanding principal amount of the Note pursuant to Section 4 prior to actual payment in cash for any redemption
under this Section 6 by the delivery of a Notice of Conversion to the Company.


 


ii. Notwithstanding anything
herein contained to the contrary, the Holder, at its option, may defer any Monthly Redemption (each a “Deferred Redemption”).
In such event, the Holder may elect to receive a Deferred Redemption at any time in shares of Common Stock at the lesser of (i) the Conversion
Price, (ii) 90% of the lowest VWAP in the five (5) Trading Days prior to the Holder’s notice to the Company of its election to receive
payment for the Deferred Redemption. Any payment of a Deferred Redemption that is not converted into shares of Common Stock, shall be
paid in cash to the Holder on the next applicable Monthly Redemption Date.


 


iii. Notwithstanding anything
herein contained to the contrary, the Holder, at its option, may accelerate up to two (2) Monthly Redemptions during any calendar month
(an “Accelerated Redemption”), by indicating such acceleration on a Monthly Redemption Notice (or an additional Monthly Redemption
Notice). In such event, the Holder may elect to receive an Accelerated Redemption (on a LIFO basis) at any time in shares of Common Stock
at the Monthly Conversion Price. Any payment of an Accelerated Redemption shall be paid in Shares of Common Stock on the Monthly Redemption
Date or Accelerated Redemption Date that relates to the Monthly Redemption Notice (or an additional Monthly Redemption Notice, as the
case may be) indicating an Accelerated Redemption. For the avoidance of doubt, the Holder is entitled to an Accelerated Redemption, at
its option, with respect to each Monthly Redemption. For the avoidance of doubt, the Holder shall have the right to provide the Company
an aggregate of two (2) Monthly Redemption Notices during any calendar month. The Company and the Holder may mutually agree to additional
accelerated Monthly Redemptions.


 


d) Mandatory Redemption
at Election of Holder. Subject to the provisions of this Section 6, if, at any time while this Note is outstanding, the Company shall
carry out one or more Subsequent Financings, the Holder shall have the right to require the Company to first use up to 20% of the gross
proceeds of such Subsequent Financing, other than an At The Market Offering (such dollar amount, the “Mandatory Redemption Proceeds”),
to redeem all or a portion of this Note for an amount in cash equal to the Mandatory Redemption Amount equal to 1.10 multiplied by the
sum of Principal Amount subject to the Mandatory Redemption, plus accrued but unpaid interest, plus liquidated damages, if any, and any
other amounts, if any, then owing to the Holder in respect of this Note (a “Mandatory Redemption”). The Company shall
deliver notice to the Holder of the Subsequent Financing at least five (5) Trading Days prior to the closing of the Subsequent Financing
(“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such
additional notice, a “Mandatory Redemption Notice” and the date such Mandatory Redemption Notice is deemed delivered
hereunder, the “Mandatory Redemption Notice Date”). If the Holder exercises its right herein to require a Mandatory
Redemption by delivering written notice to the Company within five (5) Trading Days of the Mandatory Redemption Notice Date (“Mandatory
Redemption Exercise Notice”), the Company shall effect the Mandatory Redemption and pay the Mandatory Redemption Amount to the
Holder on or prior to the fifth (5th) Trading Day following the consummation of the Subsequent Financing (“Mandatory Redemption
Date”). The Company’s payment of the Mandatory Redemption Proceeds shall be applied ratably to all of the holders of the
then outstanding Notes which exercise the right to require a Mandatory Redemption on the basis of their (or their predecessor’s)
initial purchases of Notes pursuant to the Purchase Agreement. Notwithstanding the foregoing, this Section 6 shall not apply with respect
to an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 




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Section 7. Negative Covenants.
As long as any portion of this Note remains outstanding, unless Holder and the holders of at least 50.1% in principal amount of the then
outstanding Notes shall have otherwise given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries
to, directly or indirectly (except to the extent permitted by the terms of the Purchase Agreement):


 


a) except with the prior
written consent of the Agent (as defined in the Security Agreement), and except for up to $1,000,000 in debt related to capital expenditures
enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind that is pari passu
with or senior to the Notes, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom;


 


b) enter into, create,
incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired
or any interest therein or any income or profits therefrom, except Permitted Liens;


 


c) amend its charter
documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects
any rights of the Holder;


 


d) repay, repurchase
or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock or Common Stock
Equivalents other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents and (ii) repurchases of
Common Stock or Common Stock Equivalents of departing officers and directors of the Company, pursuant to any equity incentive approved
by the disinterest member of the Board of Directors, provided that such repurchases shall not exceed an aggregate of $50,000 for all officers
and directors during the term of this Note;


 


e) repay, repurchase
or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money of any kind incurred after the Original Issue Date;


 


f) repay, repurchase
or offer to repay, repurchase or otherwise acquire any indebtedness for borrowed money of any kind held by any Related Party or Affiliate
of the Company;


 




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g) pay cash dividends
or distributions on any equity securities of the Company;


 


h) subject to Section
4.20 of the Purchase Agreement, enter into any transaction with any Affiliate of the Company or Related Party;


 


i) permit the Company’s
consolidated cash balance to be less than $2,000,000 at any time, which amount shall increase to $3,000,000 from and after the Second
Closing Date;


 


j) as
of the last day of each fiscal quarter, permit earned revenue or EBITDA to be less than the amounts set forth on Exhibit A attached
hereto. The Company shall report compliance with such covenants by the close of business on the
thirtieth (30th) day (or the next Business Day if such day is not a Business Day) following each such fiscal quarter in the form set forth
on Exhibit B hereto; or


 


k) enter into any agreement
with respect to any of the foregoing.


 


Section 8. 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 operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body):


 


i. any default in the
payment of (A) the principal amount of any Note or (B) interest, liquidated damages and other amounts owing to a Holder on any Note, as
and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which
default, solely in the case of an interest payment or other default under clause (B) above, is not cured within ten (10) Trading Days;


 


ii. the Company shall
fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of its obligations
to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) or in any Transaction
Document, which failure is not cured, if possible to cure, within the earlier to occur of (A) ten (10) Trading Days after notice of such
failure sent by the Holder or by any other Holder to the Company and (B) fifteen (15) Trading Days after the Company has become or should
have become aware of such failure;


 


iii. a default or event
of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under (A) any
of the Transaction Documents or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary
is obligated (and not covered by clause (vi) below) with a cure period of fifteen (15) Trading Days of the date of the occurrence;


 




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iv. any representation
or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or any other report,
financial 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, which if curable, has not been cured within fifteen (15) Trading Days of date of the occurrence;


 


v. the Company or any
significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy Event;


 


vi. the Company or any
Subsidiary shall default on any of its obligations under any mortgage, credit agreement or other facility, indenture agreement, factoring
agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed
money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $250,000, whether
such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable;


 


vii. 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 Trading Days;


 


viii. the Company (and
all of its Subsidiaries, taken as a whole) shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree
to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether or not such
sale would constitute a Change of Control Transaction);


 


ix. the Initial Registration
Statement (as defined in the Registration Rights Agreement) shall not have been declared effective by the Commission on or prior to the
60th calendar day after the Closing Date if the Company has not used, and does not continue to use, its best efforts during
such period to have such Registration Statement declared effective and the Registration Statement is not declared effective with 75 days,
or the Company does not meet the current public information requirements under Rule 144 in respect of the Registrable Securities (as defined
in the Registration Rights Agreement);


 


x. if, during the Effectiveness
Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration Statement lapses for any reason
or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration Rights Agreement) under the
Registration Statement for a period of more than twenty (20) consecutive Trading Days or thirty (30) non-consecutive Trading Days during
any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition or sale
of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the Registration
Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto which information
is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional ten (10) consecutive Trading
Days during any twelve (12) month period pursuant to this Section 8(a)(x);


 




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xi. the Company shall
fail for any reason to deliver Conversion Shares to a Holder prior to the third (3rd) Trading Day after a Conversion Date pursuant
to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s
intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


xii. any Person shall
materially breach any agreement delivered to the initial Holders pursuant to Section 2.2 of the Purchase Agreement;


 


xiii. the electronic transfer
by the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation is no longer
available or is subject to a “chill” for a period of five Trading Days;


 


xiv. any monetary judgment,
writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective property or other
assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period
of 45 calendar days;


 


xv. a false or inaccurate
certification (including a false or inaccurate deemed certification) by the Company that the Equity Conditions are satisfied or that there
has been no Equity Conditions Failure or as to whether any Event of Default has occurred;


 


xv. the Company shall
fail to maintain the Required Minimum;


 


xvi. the Company does
not obtain the Stockholder Consent on the Closing Date;


 


xvii. the Proxy Statement
is not filed with the Commission within thirty (30) calendar days of the Closing Date;


 


xviii. the Company does
not hold a special meeting of shareholders for the purpose of obtaining Shareholder Approval by the 90th calendar day after
the First Closing Date;


 


xix. the Company shall
fail to timely make any filings required under the Exchange Act;


 


xx. the Company fails
to satisfy the current public information requirements under Rule 144;


 




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xxi. the Company fails
to cause the security filings described in Section 4.21 of the Purchase Agreement to be made within 29 calendar days of the Original Issue
Date; or


 


xxii. the Company fails
to cause the security filings described in Section 4.22 and Section 4.23 of the Purchase Agreement to be made within a reasonable period
of time.


 


b) Remedies Upon
Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election,
immediately due and payable, at the Holders election in cash at the Mandatory Default Amount or in shares of Common Stock at the Mandatory
Default Amount at a conversion price equal to 85% of the average of the three lowest VWAPs during the ten (10) consecutive Trading Days
ending on the Trading Day that is immediately prior to the applicable date the Mandatory Default Amount is demanded or otherwise due.
Commencing ten (10) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest
rate on this Note shall accrue at an interest rate equal to the lesser of 10% per annum or the maximum rate permitted under applicable
law. Upon the payment in full of the Mandatory Default Amount, 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, 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 law. 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 8(b). No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section 9. Miscellaneous.


 


a) Notices. Any
and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice
of Conversion, shall be in writing and delivered personally, by facsimile, by email attachment, or sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth above, or such other facsimile number, email address, or address as
the Company may specify for such purposes by notice to the Holder delivered in accordance with this Section 9(a). Any and all notices
or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile,
by email attachment, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email
address or address of the Holder appearing on the books of the Company, or if no such facsimile number or email attachment or address
appears on the books of the Company, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice
or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or email attachment to the email address set forth
on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv)
upon actual receipt by the party to whom such notice is required to be given.


 




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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 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.


 


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 Delaware , 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, Delaware (the “Delaware Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware 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 Delaware Courts, or such Delaware Courts are improper or inconvenient venue
for such proceeding. Each party hereby irrevocably 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.


 




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e) Waiver. Any
waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist
upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the
Company or the Holder must be in writing.


 


f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate
of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company
covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying
all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.


 


g) Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for
any failure by the Company to comply with the terms of this Note. 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). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to
all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing
economic loss and without any bond or other security being required. 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.


 




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h) Next Business
Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


i) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.


 


j) Secured Obligation.
The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary pursuant to the Security Agreement,
dated the date hereof between the Company, the Subsidiaries of the Company and the Secured Parties (as defined therein). The Company acknowledges
and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Company or a Subsidiary, or
if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding,
then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and/or applicable
law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder
to exercise all of its rights and remedies pursuant to the Transaction Documents and/or applicable law. THE COMPANY EXPRESSLY WAIVES THE
BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C.
SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND
REMEDIES UNDER THE TRANSACTION DOCUMENTS AND/OR APPLICABLE LAW. The Company hereby consents to any motion for relief from stay that may
be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Company and, further, agrees not to file
any opposition to any motion for relief from stay filed by the Holder. The Company represents, acknowledges and agrees that this provision
is a specific and material aspect of the Transaction Documents, and that the Holder would not agree to the terms of this Note and the
other Transaction Documents if this waiver were not a part of this Note. The Company further represents, acknowledges and agrees that
is waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has
made any representations to induce this waiver, that the Company has been represented (or has had the opportunity to by represented) in
the signing of this Note and the Transaction Documents and in the making of this waiver by independent legal counsel selected by the Company
and that the Company has discussed this waiver with counsel.


 




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k) Reserved.


 


l) Equitable Adjustment.
Trading volume amounts, price/volume amounts, the amount of shares of Common Stock identified in the Purchase Agreement, Conversion Price,
shares of Common Stock underlying the Notes, and similar figures in the Transaction Documents shall be equitably adjusted (but without
duplication) to offset the effect of stock splits, similar events and as otherwise described in the Purchase Agreement and Notes.


 


m) Issuance of Conversion
Shares Below Floor Price. For the avoidance of doubt, subject to Section 6(b), the Company shall not issue any shares of Common Stock
to the Holder in connection with this Note if the applicable conversion price is less than the Floor Price.


 


Section 10. Disclosure.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries,
the Company shall within two (2) Business Days after such receipt or delivery publicly disclose such material, nonpublic information on
a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information
relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice,
and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute
material, nonpublic information relating to the Company or its Subsidiaries.


 


*********************


 


(Signature Page Follows)


 




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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.


 


iSUN, INC.


 


	By:	/s/ Jeffrey Peck	 
	Name:	Jeffrey Peck	 
	Title:	Chief Executive Officer	 


 


Facsimile No. for delivery of Notices: ______________________


 




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ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal under the Senior Secured Convertible Note due May 4, 2025 of iSun, 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:
	 	 	Address for Delivery of Common Stock Certificates:
	 	 	Or
	 	 	DWAC Instructions:
	 	 	 	Broker No.: ________________________
	 	 	 	Account No.: _______________________


 




    	 



    	 



    

 


Exhibit A


 


Revenue and EBITDA covenants


 




    	 



    	 



    

 


Exhibit B


 


Compliance Certificate