Exhibit 10.2


 


Final Version


 



EXHIBIT
A TO SECURITIES PURCHASE AGREEMENT


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


Original
Issue Date: __________, 2022


Original
Conversion Price (subject to adjustment herein): $0.03


 


$_______________


 


ORIGINAL
ISSUE DISCOUNT CONVERTIBLE DEBENTURE


DUE
__________, 202[5]1


 


THIS
ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is duly authorized and validly issued Convertible Debenture of Progressive Care Inc. Delaware
corporation (the “Company”), designated as its Convertible Debenture due __________, 202[5] (this “Debenture”).


 


FOR
VALUE RECEIVED, the Company promises to pay to NextPlat Corp, a Nevada corporation, or its registered assigns (the “Holder”),
or shall have paid pursuant to the terms hereunder, the principal sum of $_______________ on _________, 202[5] (the “Maturity
Date”) or such earlier date as this Debenture 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 Debenture in accordance with the provisions
hereof. This Debenture is subject to the following additional provisions:


 


1. Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (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:


 


“Accounting
Principles” means the U.S. Generally Accepted Accounting Principles, consistently applied.


 





 



1
3-year anniversary.


 




    	 



    	 



    

 


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


 


“Bankruptcy
Event” means with respect to the Company, any insolvency proceedings such as bankruptcy, insolvency, winding-up, liquidation,
moratorium, controlled management, suspension of payment, voluntary arrangement with creditors, fraudulent conveyance, general settlement
with creditors, reorganization or similar orders or proceedings affecting the rights of creditors generally and any orders or proceedings
having similar effects; or with respect to any Significant Subsidiary (a) any Significant Subsidiary 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 any Significant Subsidiary, (b) there is commenced against any Significant Subsidiary any such case
or proceeding that is not dismissed within 90 days after commencement, (c) any Significant Subsidiary is adjudicated insolvent or bankrupt
or any order of relief or other order approving any such case or proceeding is entered, (d) any Significant Subsidiary 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 90 calendar days
after such appointment, (e) any Significant Subsidiary makes a general assignment for the benefit of creditors, (f) any Significant Subsidiary
calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) any Significant
Subsidiary admits in writing to Holder that it is generally unable to pay its debts as they become due, (h) any Significant Subsidiary,
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).


 


“Board
of Directors” means the Board of Directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


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


 




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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 control (whether
through legal or beneficial ownership of capital of the Company, by contract or otherwise) of in excess of 45% of the voting power of
the Company (other than by means of conversion or exercise of the Debentures), (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 shareholders of
the Company immediately prior to such transaction own less than 55% 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 shareholders of the Company immediately prior to such transaction own less than 55% 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 pursuant to the articles of incorporation of the Company
and the DGCL, 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.


 


“Common
Share Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common
Shares, including, without limitation, any debt, preferred or preference shares, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.


 


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


 


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


 


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


 


“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).


 


“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 Debenture, (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 Common Shares 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 reasonably acceptable to the Transfer Agent and the Holder, (d) the Common Shares are 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 Shares on a Trading Market will continue uninterrupted for the foreseeable
future), (e) there is a sufficient number of authorized but unissued Common Shares 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
Repayment, the shares issuable upon conversion in full of the Optional Repayment Amount) to the Holder would not violate the limitations
set forth in Section 4(d) 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, and (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.


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the
Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of
Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to
the Company, (b) securities upon the exchange of or conversion of any Debentures and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have
not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange
price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such
securities, or warrants to the placement agent in connection with the transactions pursuant to this Agreement and any securities upon
exercise of warrants to any placement agent, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined
in Rule 144), and (d) securities issued to the Purchaser or any affiliate thereof or any securities in an offering in respect of which
Dawson James Securities Inc. acts as placement agent, broker and/or underwriter.


 


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





 


“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).




 


“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 Debenture, plus all accrued
and unpaid interest hereon, divided by the Conversion Price, or (ii) [110]% of the outstanding principal amount of this Debenture, plus
100% of accrued and unpaid interest hereon, and (b) all other amounts due and liquidated damages owing in respect of this Debenture.


 


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


 


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


 


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


 


“Optional
Repayment Amount” means the sum of (a) [110]% of the then outstanding principal amount of this Debenture, (b) accrued but unpaid
interest and (c) all other amounts due and owing in respect of this Debenture.


 


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


 


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


 


“Permitted
Indebtedness” means any of: (a) the indebtedness evidenced by the Debentures, (b) the Indebtedness set forth on Schedule
3.1(bb), (c) lease obligations and purchase money indebtedness of up to $5,000,000, in the aggregate, incurred in connection with
the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets, (d) leases obligations in respect
of existing as of business locations following the date hereof, (e) indebtedness that is expressly subordinate to the Debentures pursuant
to a written subordination agreement with the Purchasers that is acceptable to a majority in interest of the then Holders and matures
at a date later than the 91st day following the Maturity Date, (f) intragroup loans between the Company and any of its Subsidiaries,
(g) indebtedness incurred in connection with the new facility of the Company and its Subsidiaries provided that such indebtedness is
secured, if any, only by such new facility, (h) indebtedness to the Company or any of its
Subsidiaries incurred in the aggregate amount of up to $5,000,000 of outstanding indebtedness.





 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith
and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established
in accordance with the Accounting Principles, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar
Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially
detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company
and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect
of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in
connection with Permitted Indebtedness under clauses (a), (b), (c), (g) and (h) provided that as to clauses (c) and (g) such Liens are
not secured by assets of the Company or its Subsidiaries other than the assets so acquired or leased, and (d) Liens in respect of acquisitions
approved by the Board of Directors of the Company.


 






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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of November [__], 2022 among the Company and the original Holder,
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 Original Issue Date, among the Company and the original
Holders.


 


“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).


 


“Significant
Subsidiary” means a subsidiary of the Company that would constitute a significant subsidiary as defined under Rule 1-02(w)
of Regulation S-X.


 


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


 


“Threshold
Period” shall have the meaning set forth in Section 6(c).





 


“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 Shares are 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 and the New
York Stock Exchange (or any successors to any of the foregoing).


 






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2. Interest.


 


(a) Payment
of Interest in Cash or by Way of Conversion into Common Shares. The Company shall pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Debenture at the rate of 5.0% (the “Interest Rate”), which Interest
Rate shall be recalculated during each six month period subsequent to the Original Issue Date, per annum, payable quarterly on January
1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date, on each Conversion Date (as to that
principal amount then being converted), on each Optional Repayment 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 Holder’s option, in duly authorized,
validly issued, fully paid Common Shares equal to the quotient of (x) the amount of the interest due on the applicable Interest Payment
Date divided by the Conversion Price (the “Interest Conversion Shares”).


 


(b) Holder’s
Election to Receive Interest in Cash or by Way of Conversion into Common Shares. Subject to the terms and conditions herein, the
decision whether to recieve interest hereunder in cash or by way of conversion into Common Shares or a combination thereof shall be at
the sole discretion of the Holder. Prior to the commencement of any Interest Notice Period, the Company shall obtain, and the Holder
shall provide in writing, the Holder’s election to receive interest hereunder on the applicable Interest Payment Date either in
cash, by way of conversion of interest into Common Shares or a combination thereof and the Interest Share Amount as to the applicable
Interest Payment Date, provided that the Holder 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. Subject to the aforementioned conditions, Holder’s failure
to timely deliver such written notice to the Company shall be deemed an election by the Holder to receive the interest on such Interest
Payment Date in Common Shares.


 


(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. Conversion of interest into
Common Shares shall otherwise occur pursuant to Section 4(c)(ii) herein and, solely for purposes of the conversion of Interest into 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 allocates 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 Debenture is registered on the records of the Company regarding registration
and transfers of this Debenture (the “Debenture Register”). Except as otherwise provided herein, if at any time the
Company pays interest partially in cash and by way of conversion of interest into Common Shares to the holders of the Debentures, then
such payment of cash shall be distributed ratably among the holders of the then-outstanding Debentures based on their (or their predecessor’s)
initial purchases of Debentures 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 18% 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.


 






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(e) Prepayment.
At any time after the Required Minimum Authorization has been obtained, the Company shall have the option to prepay this Debenture, provided,
that (a) the Company provides written notice to the Holder of its election to prepay this Debenture at least seven (7) Business
Days prior to such prepayment during which time the Holder may elect to convert all or a portion of the principal and accrued and unpaid
interest under this Debenture pursuant to Section 4 below, and (b) upon such prepayment the Company pays the Holder an amount equal to
the sum of: (i) all outstanding principal under this Debenture, plus (ii) all accrued and unpaid interests through the prepayment
date, multiplied by (iii) 110%.


 


3. Registration
of Transfers and Exchanges.


 


(a) Different
Denominations. This Debenture is exchangeable for an equal aggregate principal amount of Debentures 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 Debenture 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 Debenture Register. Prior to due presentment for transfer to the Company of this Debenture, the Company and any agent
of the Company may treat the Person in whose name this Debenture is duly registered on the Debenture Register as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture is overdue, and neither
the Company nor any such agent shall be affected by notice to the contrary.





 


4. Conversion.


 


(a) Voluntary
Conversion. Unless otherwise provided in this Debenture, at any time after the Original Issue Date until this Debenture is no longer
outstanding following such date as the Required Minimum Authorization has occurred , this Debenture shall be convertible, in whole or
in part, into Common Shares 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) hereof). The Holder shall notify 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 Debenture
to be converted, which is due and payable (the “Converted Amount”) and the date on which such conversion shall be
effected (such date, the “Conversion Date”). The Conversion Date may be the same date as the date of the Conversion
Notice; provided that such indicated date is a Trading Day and the Conversion Notice is received by the Company no later than
11:00 a.m. New York City time on the Conversion Date and if either of those requirements are not met, the Conversion Date shall be the
Trading Day following the date indicated in such Notice of Conversion. The Converted Amount will reduce the outstanding balance of the
Debenture as of the Conversion Date. 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 notify desired conversions hereunder, the Holder
shall not be required to physically surrender this Debenture to the Company unless the entire principal amount of this Debenture, plus
all accrued and unpaid interest thereon, has been so converted in which case the Holder shall surrender this Debenture 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 Debenture by an amount equal to
the applicable amount converted. The Holder and the Company shall maintain records showing the principal amount(s) converted and the
date of such conversion(s) and associated issuance of Common Shares. 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
Company shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Debenture,
acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid
and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof.


 






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(b) Conversion
Price. The conversion price in effect on any Conversion Date shall be equal to $0.03 per Common Share, 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 Debenture to be converted by (y)
the Conversion Price.





 


(ii) Delivery
of Conversion Shares Upon Conversion. Not later than five (5) Trading Days 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 month anniversary of the Original Issue Date 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 acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b)
for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to
the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but
assuming that the Interest Notice Period is the 20 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 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.


 






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(d) 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 before its
receipt of such Conversion Shares on the Share Delivery Date, to withdraw its Notice of Conversion.


 


(e) Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Debenture 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 issuance 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 Debenture 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 Debenture shall have been sought and obtained.
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 $[2,000] of principal amount
being converted, $[10] per Trading Day (increasing to $[20] per Trading Day on the tenth (10th) Trading Day after such liquidated damages
begin to accrue) for each Trading Day after such Share Delivery Date until such Conversion Shares are delivered or Holder withdraws 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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(i) Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. 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, Common Shares 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 Shares so purchased exceeds (y) the product of (1) the aggregate
number of Common Shares 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 Debenture in a principal amount equal to the principal amount of the attempted conversion
(in which case such conversion shall be deemed withdrawn) or deliver to the Holder the number of Common Shares 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 Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture 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. At the election of the Holder in its sole determination, the Buy-In payment shall
be in lieu of liquidated damages pursuant to Section 4(e) if so elected; provided, however, 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 Debenture as required pursuant to and in accordance with the terms hereof.


 


(ii)
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times following the date of the Required
Minimum Authorization, reserve and keep available authorized capital for the sole purpose of issuance upon conversion of this Debenture
and conversion of interest into Common Shares on this Debenture, 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 Debentures), not less than such amount of remaining
authorized capital represented by the aggregate number of Common Shares 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 Debenture and payment of interest hereunder. The Company covenants that all Common Shares 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).





 


(iii) Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Debenture. 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 down to the next whole share.


 






    	11



     


    

 


(iv) Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Debenture 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 Debenture 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.


 


(f) Reserved.


 


5. Certain
Adjustments.


 


(a)
Share Dividends and Share Splits. If the Company, at any time while this Debenture is outstanding: (i) pays a share dividend or
otherwise makes a distribution or distributions payable in Common Shares or any Common Share Equivalents (which, for avoidance of doubt,
shall not include any Common Shares issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines (including by way of a reverse share split) outstanding Common
Shares into a smaller number of shares or (iv) issues, in the event of a reclassification of Common Shares, any shares of capital of
the Company, then the Conversion Price shall be adjusted by multiplying the existing Conversion Price by the quotient obtained by dividing:
(I) the issued number of Common Shares (excluding any treasury shares of the Company) outstanding immediately before such event, by (II)
the number of Common Shares (excluding any treasury shares of the Company) outstanding immediately after such event. Any adjustment made
pursuant to this Section shall become effective immediately after the record date for the determination of shareholders entitled to receive
such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination
or re-classification.





 


(b) Reserved.


 


(c) Subsequent
Rights Offerings. Except for Exempt Issuances, if the Company grants, issues or sells any Common Share Equivalents or rights to purchase
shares, warrants, securities or other property, in each case pro rata to the holders of any class of Common Shares (the “Purchase
Rights”), then the Holder will be entitled to receive prior written notice of such Purchase Rights no later than forty-five
(45) days prior to the notice of the Purchase Rights to the existing holders to allow the Holder to participate in such Purchase Rights
with respect to any Conversion Shares the Holder may acquire pursuant to this Debenture prior to such Purchase Rights transaction.


 


(d) Reserved.


 






    	12



     


    

 


(e)
Fundamental Transaction. If, at any time while this Debenture 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
Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the
Common Shares 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 share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares 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 share purchase agreement
or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Debenture,
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) on the conversion of this Debenture),
the number of Common Shares 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 Common Shares for which this Debenture is convertible immediately prior to such Fundamental Transaction (without
regard to any limitation in Section 4(d) on the conversion of this Debenture). 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) Common Share 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.
Notwithstanding anything herein to the contrary, in the event that upon conversion in full of this Debenture the Holder would beneficially
own in excess of 9.9% of the voting equity of the successor entity following the consummation of the Fundamental Transaction (“Successor
Entity”), the Company shall issue in lieu of Common Shares, and cause the Successor Company to issue in lieu of voting equity,
an equity equivalent instrument (i.e., preferred stock or prefunded warrants) that maintains the Holder’s beneficial ownership
of the Successor Entity below 9.9% but provides the economic equivalent of such equity interest. The form of such instrument shall be
reasonably satisfactory to the Holder and such instrument shall be fully assumed by the Successor Entity as a condition to the consummation
of the Fundamental Transaction. Notwithstanding the foregoing, no issuance of Common Stock to the Holder or any affiliate thereof, shall
constitute a Fundamental Transaction.





 


(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 Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number
of Common Shares (excluding any treasury shares of the Company) issued and outstanding.


 






    	13



     


    

 


(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 promptly
deliver to each Holder 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 Shares, (B) the Company shall declare a special nonrecurring cash dividend or distribution on or a redemption of the Common
Shares, (C) the Company shall authorize the granting to all holders of the Common Shares of rights or warrants to subscribe for or purchase
any shares of capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection
with any reclassification of the Common Shares, 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 Shares is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at the
registered office of the Company for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its
last address as it shall appear upon the Debenture Register, at least ten (10) calendar days prior to the applicable effective date hereinafter
specified, a notice stating (x) the date on which such dividend, distribution, redemption, rights or warrants is to be effected, 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 Shares shall be entitled to exchange their shares of the Common Shares
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 Debenture during the 10-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.





 


6. Reserved.


 






    	14



     


    

 


7. Negative
Covenants. From the Original Issue Date until the earlier of: (i) the date the Debentures are no longer outstanding and (ii) the
later of (y) three (3) years from the date hereof and (z) the date that the holders of the Debentures collectively own less than
ten percent (10%) of the outstanding principal amount of the Debentures issued on the Original Issue Date remains outstanding, unless
the Purchaser shall have otherwise given prior written consent (not to be unreasonably withheld or delayed), if any Event of Default
exist or is occurring, the Company shall not, and shall not permit any of the Significant Subsidiaries to, directly or indirectly:


 


(a) other
than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any
kind, 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) other
than Permitted Liens, 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;


 


(c) amend
its organizational documents, including, without limitation, its articles of association, as such articles of association may be amended
from time to time, in each case 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 Common Shares or Common Share Equivalents
other than as to (i) the Conversion Shares as permitted or required under the Transaction Documents, and (ii) repurchases of Common Shares
or Common Share Equivalents of any officers and directors of the Company or its Subsidiaries;


 


(e)
repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the
Debentures if on a pro-rata basis, other than (i) regularly scheduled principal and interest payments as such terms are in effect as
of the Original Issue Date or under any other Permitted Indebtedness unless otherwise prohibited
thereunder;





 


(f) enter
into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the Commission,
unless such transaction is approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise
required for board approval);


 


(g) make
any distributions of substantial assets to the shareholders of the Company; or


 






    	15



     


    

 


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


 


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 Debenture or (B) interest, liquidated
damages and other amounts owing to a Holder on any Debenture, 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, is not cured within 5 Trading Days;




 


(ii) the
Company shall fail to observe or perform any other covenant or agreement contained in the Debentures in any material respect (other than
a breach by the Company of its obligations to deliver Common Shares 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) 5 Trading
Days after notice of such failure sent by the Holder or by any other Holder to the Company and (B) 10 Trading Days after the Company
has 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);


 


(iv) any
representation or warranty made in this Debenture, 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;


 


(v)
the Company or any Significant Subsidiary 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 $[2,500,000],
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;


 






    	16



     


    

 


(vii) the
Common Shares 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 20 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;


 


(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 [180th] calendar day after the Original Issue Date;




 


(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 20 consecutive Trading Days or 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 20 consecutive
Trading Days during any 12 month period pursuant to this Section 8(a)(x);


 


(xi) the
Company shall fail for any reason to deliver Conversion Shares to a Holder prior to the fifth 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 Debentures in accordance with the terms hereof;


 


(xii) the
electronic transfer by the Company of Common Shares through the Depository Trust Company or another established clearing corporation
is no longer available or is subject to a “chill” and not cured within 10 Trading Days;


 


(xiii)
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 $5,000,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 180 calendar days; or





 


(xiv) 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.


 






    	17



     


    

 


(b)
Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Debenture, plus accrued
but unpaid interest, and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s
election, immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 Trading Days after the occurrence of any
Event of Default that results in the eventual acceleration of this Debenture, the interest rate on this Debenture shall accrue at an
interest rate equal to the lesser of 18% 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 Debenture 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 Debenture 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.




 


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.





 


(b) Absolute
Obligation. Except as expressly provided herein, no provision of this Debenture 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 Debenture
at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company.
This Debenture ranks pari passu with all other Debenture now or hereafter issuer under the terms set forth herein.


 






    	18



     


    

 


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




 


(d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the issuance of Common Shares
of the Company shall be governed by and construed in accordance with the laws of the State of Delaware, and any disputes arising out
of or in connection with the issuance of Common Shares of the Company shall be submitted exclusively to the courts of the City of Wilmington,
Delaware. Notwithstanding the preceding sentence, all questions concerning the construction, validity, enforcement and interpretation
of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without
regard to the principles of conflict of laws thereof other than Section 5-1401 of the General Obligations Law of the State of New York.
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 the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York 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 New York Courts, or such New York 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 Debenture 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 Debenture
or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Debenture,
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.





 


(e) Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Holder, or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any amendment effected in accordance with this Section 9(e) shall be binding upon Holder and the Company.


 






    	19



     


    

 


(f)
Severability. If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture 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 Debenture as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Debenture, 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 Debenture shall be cumulative
and in addition to all other remedies available under this Debenture 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
damages for any failure by the Company to comply with the terms of this Debenture. 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 Debenture.


 


(h) Successors
and Assigns. This Debenture shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns;
provided that this Debenture may not be transferred or assigned to any competitor, customer or supplier of the Company or a Subsidiary
without the prior written consent of the Company.


 






    	20



     


    

 


(i) 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.


 


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


 


(k) Disclosure.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Debenture, if the Company has in good faith
determined that the matters relating to such notice do 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 6-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 public disclosure, 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)


 




    	21



     


    

 


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


 


	 	Progressive Care Inc.
	 	 	 
	 	By: 	             
	 	Name:	 
	 	Title:	 



 


	 	Notice
    Information:	 


 




    	22



     


    

 


 ANNEX
A


 


 NOTICE
OF CONVERSION


 


 


The
undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture due ________202[5] of Progressive
Care Inc., a Delaware corporation (the “Company”), into Common Shares (the “Common Shares”), of
the Company according to the conditions hereof. If Common Shares 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 Shares
does not exceed the amounts specified under Section 4 of this Debenture, 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 laws in connection with any transfer of the
aforesaid Common Shares.


 


Conversion
calculations: 


 


Date
to Effect Conversion:


 


	 	Principal
    Amount of Debenture to be Converted:
	 	 
	 	Payment
    of Interest in Common Shares __ yes __ no
	 	If
    yes, $_____ of Interest Accrued on Account of Conversion at Issue.
	 	 
	 	Number
    of Common Shares to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Address
    for Delivery of Common Shares Certificates:
	 	 
	 	Or
	 	 
	 	DWAC
    Instructions:



 


	 	Broker No:	 
	 	Account No:	 


 




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Schedule
1


 


CONVERSION
SCHEDULE


 


The
Original Issue Discount Convertible Debentures due on ________ 202[5] in the aggregate principal amount of $____________ are issued by
Progressive Care Inc., a Delaware company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced
Debenture.


 


Dated:


 


	Date
    of Conversion

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

    (or
    original Principal Amount)
	 	Company
    Attest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




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