Exhibit
10.2


 





[FORM
OF SERIES [A][B] SENIOR SECURED CONVERTIBLE NOTE]


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY
REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND,
ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT
TO SECTION 3(c)(iii) OF THIS NOTE.


 


THIS
NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), DENNIS
MCGRATH, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE
TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). HE MAY BE REACHED AT TELEPHONE
NUMBER (212) 949 - 4319.


 


PAVmed
Inc.


 


[SERIES
A][SERIES B] Senior Secured Convertible Note


 


	Issuance
    Date: November 4, 2019	Original
    Principal Amount: U.S. $3,500,000


 


FOR
VALUE RECEIVED, PAVmed Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order
of Alto Opportunity Master Fund, SPC-Segregated Master Portfolio [B][C] or its registered assigns (“Holder”)
the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the “Principal”) when due, whether upon the Maturity Date, on any Installment Date with respect
to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise
(in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal
at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance
Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect
to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof). This [Series A][Series B] Senior Secured Convertible Note (including all [Series A][Series
B] Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one
of an issue of [Series A][Series B] Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement, dated
as of November 3, 2019 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)
referred to therein, as amended from time to time (collectively, the “Notes”, and such other [Series A][Series
B] Senior Secured Convertible Notes and [Series B][Series A] Senior Secured Convertible Notes, the “Other Notes”).
Certain capitalized terms used herein are defined in Section 33.


 




    	 



    	 



    

 


1.
PAYMENTS OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment
Amount due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an
amount in cash (excluding any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing
115% of all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 26(c))
on such Principal and Interest [INSERT IN SERIES B NOTES ONLY:, except that any Restricted Principal and Restricted OID hereunder
shall be satisfied on the Maturity Date (in lieu of a cash payment) by Maturity Netting (as defined in the Investor Note)]. Other
than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and
unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any. [INSERT IN SERIES A NOTES ONLY: Notwithstanding
anything herein to the contrary, with respect to any conversion or redemption hereunder, as applicable, the Company shall convert
or redeem, as applicable, First, all accrued and unpaid Interest hereunder and under any other Series A Notes held by such
Holder, Second, all accrued and unpaid Late Charges on any Principal and Interest hereunder and under any other Series
A Notes held by such Holder, Third, all other amounts (other than Principal) outstanding under any other Series A Notes
held by such Holder and, Fourth, all Principal outstanding hereunder and under any other Series A Notes held by such Holder,
in each case, allocated pro rata among this Note and such other Series A Notes held by such Holder.]


 


[INSERT
IN SERIES B NOTES ONLY:


 


(a)
Securities Contract. The Company and the Holder hereby acknowledge and agree that the Securities Purchase Agreement and
the Note Purchase Agreement (as defined in the Securities Purchase Agreement) each is a “securities contract” as defined
in 11 U.S.C. § 741 and that Holder shall have all rights in respect of this Note, the Master Netting Agreement (as defined
in the Securities Purchase Agreement), the Investor Note, the Securities Purchase Agreement and the Note Purchase Agreement as
are set forth in 11 U.S.C. § 555 and 11 U.S.C. § 362(b)(6), including, without limitation, all rights of credit, deduction,
setoff, offset and/or netting (collectively, “Netting” or “Net”) as are available under
this Note, the Master Netting Agreement and the Investor Note and all Netting provisions of this Note, the Investor Note and the
Master Netting Agreement, including without limitation the provisions set forth in Section 7 of the Investor Note, are hereby
incorporated in this Note and made a part hereof as if such provisions were set forth herein.


 




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(b)
Investor Prepayments; No Share Issuance or Sales until Fully Paid. Upon the consummation of any Investor Prepayment, the
aggregate outstanding Restricted Principal under this Note shall automatically become Unrestricted Principal hereunder (each,
a “Prepaid Principal”), on a dollar-for-dollar basis, in an amount equal to the aggregate amount of cash paid
in such Investor Prepayment; provided, further, that any Restricted OID related to such Prepaid Principal shall also concurrently
become Unrestricted Principal at such time. Notwithstanding anything herein to the contrary, the shares of Common Stock issuable
upon conversion of Restricted Principal (and related Restricted OID) hereunder shall not be issued by the Company and may not
be sold by Holder until such portion of the Investor Note equivalent to the Restricted Principal subject to such conversion (each,
an “Investor Prepayment Amount”) has been Fully Paid (as defined below) pursuant to an Investor Prepayment
or otherwise upon maturity of the Investor Note (to the Company or to such other Persons as directed by the Company in writing)
and such Restricted Principal (and related Restricted OID) becomes Unrestricted Principal in accordance with the preceding sentence.
“Fully Paid” means, with respect to any applicable Investor Prepayment, that the Holder shall have either (x)
delivered evidence to the Company that the Holder instructed its bank or other financial institution, with respect to an account
of the Holder (or an affiliate of the Holder) containing at least an amount in cash equal to the applicable Investor Prepayment
Amount, to deliver such Investor Prepayment Amount from such account by wire transfer to the Company in accordance with wire instructions
set forth in the Flow of Funds Letter (as defined in the Securities Purchase Agreement) (unless modified by the Company prior
to the date of such Investor Prepayment by delivery to the Holder of new wire instructions, duly executed by an executive officer
of the Company, on letterhead of the Company), or (y) if the Company and the Holder have accounts at the same bank or other financial
institution, by an internal “ledger” transfer by such financial institution of such Investor Prepayment Amount, in
each case, as evidenced by either an e-mail or other written or oral confirmation by the applicable receiving financial institution
that such transfer has been completed or wire has arrived, in each case, of such Investor Prepayment Amount.


 


(c)
Prohibited Transfer or Severability Reduction. Upon any Prohibited Transfer (as defined in the Investor Note) of, or Severability
Event (as defined in the Investor Note) under, the Investor Note, (x) the Investor Note shall be deemed paid in full and shall
be null and void, and (y) 75% of the remaining Restricted Principal (and related Restricted OID) of this Note shall be automatically
cancelled (with the remaining 25% of the Restricted Principal (and related Restricted OID) of this Note automatically becoming
Unrestricted Principal hereunder).


 


(d)
Investor Netting Right Reduction. Upon any exercise by the Holder of Investor Netting Rights (as defined in the Investor
Note), the Restricted Principal hereunder shall automatically and simultaneously be reduced, on a dollar-for-dollar basis, by
such portion of the aggregate principal of the Investor Note cancelled pursuant to such Investor Netting Rights (as defined in
the Investor Note) and, solely to the extent such Investor Netting Rights are not being exercised in connection with either (i)
a Company Optional Redemption, (ii) a Change of Control, (iv) a Event of Default or (v) the failure of the Designated Financial
Condition to be satisfied in full on or prior to March 30, 2020, the Restricted OID related thereto shall automatically be cancelled
concurrently therewith.


 




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(e)
Single Integrated Transaction. The Company hereby acknowledges and agrees that (i) the Holder shall be entitled to exercise
the Investor Netting Rights through any means permissible under applicable law, including without limitation, Netting and (ii)
the obligations of the Holder under the Investor Note and the obligations of the Company under this Note arise in a single integrated
transaction and constitute related and interdependent obligations within such transaction.


 


(f)
Grant of Security Interest. The Company hereby grants and pledges to the Holder a continuing security interest in the Investor
Note of the Holder, including any and all cash, proceeds, funds, credits, rights and other assets therein or arising therefrom,
from time to time, and any additions, dividends, profits and interest in the foregoing and any replacements or substitutions therefore
(collectively, the “Collateral”) to secure prompt repayment of any and all amounts outstanding hereunder from
time to time and to secure prompt performance by the Company of each of its covenants and duties under this Note. Such security
interest constitutes a valid, first priority security interest in the Collateral, and will constitute a valid, first priority
security interest in later-acquired Collateral. Notwithstanding any filings undertaken related to the Holder’s rights under
the New York Uniform Commercial Code, the Holder’s Lien (as defined in Section 14(c) below) on the Collateral shall remain
in effect for so long as any Restricted Principal remains outstanding.


 


(g)
Order of Conversion and/or Redemption. Notwithstanding anything herein to the contrary, with respect to any conversion
or redemption hereunder, as applicable, the Company shall convert or redeem, as applicable, First, all accrued and unpaid
Interest hereunder and under any other Series B Notes held by such Holder, Second, all accrued and unpaid Late Charges
on any Principal and Interest hereunder and under any other Series B Notes held by such Holder, Third, all other amounts
outstanding (other than Principal) hereunder and under any other Series B Notes held by such Holder and, Fourth, all Principal
(other than Restricted Principal or Restricted OID) outstanding hereunder and under any other Series B Notes held by such Holder,
in each case, prior to any conversion or redemption, as applicable, of any Restricted Principal and related Restricted OID hereunder,
in each case, allocated pro rata among this Note and such other Series B Notes held by such Holder.]


 




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2.
INTEREST; INTEREST RATE.


 


(a)
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve
30-day months, shall compound each calendar month and shall be payable in arrears on each Interest Date (with the first Interest
Date being November 29, 2019) to the record holder of this Note (i) on each Interest Date occurring on an Installment Date in
accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date or (ii) otherwise
on the applicable Interest Date, in shares of Common Stock (“Interest Shares”) so long as there has been no
Equity Conditions Failure; provided however, that the Company may, at its option following notice to the Holder, pay Interest
on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest and, so long as there has
been no Equity Conditions Failure, Interest Shares. The Company shall deliver a written notice (each, an “Interest Notice”)
to each holder of the Notes on or prior to the eleventh (11th) Trading Day immediately prior to the applicable Interest
Date (the date such notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i)
either (A) confirms that Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to
pay Interest as Cash Interest or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that
shall be paid as Cash Interest and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that
there has been no Equity Conditions Failure. If an Equity Conditions Failure has occurred as of the Interest Notice Date, then
unless the Company has elected to pay such Interest as Cash Interest, the Interest Notice shall indicate that unless the Holder
waives the Equity Conditions Failure, the Interest shall be paid as Cash Interest. Notwithstanding anything herein to the contrary,
if no Equity Conditions Failure has occurred as of the Interest Notice Date but an Equity Conditions Failure occurs at any time
prior to the Interest Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder
waives the Equity Conditions Failure, the Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest
Shares shall be paid in a number of fully paid and nonassessable shares (rounded to the nearest whole share in accordance with
Section 3(a)) of Common Stock equal to the quotient of (1) the amount of Interest payable on such Interest Date less any Cash
Interest paid and (2) the Interest Conversion Price in effect on the applicable Interest Date.


 


(b)
When any Interest Shares are to be paid on an Interest Date, the Company shall (i) (A) provided that the Company’s transfer
agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled to
the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable
Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities
Purchase Agreement or to such address as specified by the Holder in writing to the Company at least two (2) Business Days prior
to the applicable Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest
Shares to which the Holder shall be entitled and (ii) with respect to each Interest Date, pay to the Holder, in cash by wire transfer
of immediately available funds, the amount of any Cash Interest; provided that in the event of the Conversion Floor Price Condition,
on the applicable Interest Date the Company shall also deliver to the Holder the applicable Interest Floor Amount. The Company
shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares.


 




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(c)
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by
way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b) or upon any
redemption in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence
and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to eighteen percent (18.0%)
per annum (the “Default Rate”). In the event that such Event of Default is subsequently cured (and no other
Event of Default then exists (including, without limitation, for the Company’s failure to pay such Interest at the Default
Rate on the applicable Interest Date)), the adjustment referred to in the preceding sentence shall cease to be effective as of
the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence
of such Event of Default through and including the date of such cure of such Event of Default.


 


3.
CONVERSION OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid
and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section 3.


 


(a)
Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued,
fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below).
The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole
share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation,
fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance and delivery of Common
Stock upon conversion of any Conversion Amount.


 


(b)
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section
3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 


(i)
“Conversion Amount” means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with
respect to which this determination is being made and (y) all accrued and unpaid Interest with respect to such portion of the
Principal amount and accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.


 


(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $1.60, subject to adjustment
as provided herein.


 




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(c)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 6:00 p.m., New York
time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion
Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this
Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to
the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated
by Section 20(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (it being agreed
that the date of receipt shall be determined in accordance with Section 9(f) of the Securities Purchase Agreement), the Company
shall transmit by facsimile or electronic mail an acknowledgment of confirmation and representation as to whether such shares
of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, in the form attached
hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer Agent which confirmation shall
constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before
the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date as
required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable
Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”),
the Company shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program
and the shares of Common Stock to be issued are then covered by an effective, usable resale registration statement or may otherwise
be resold under Rule 144, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant
to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or the shares of
Common Stock that are to be issued are not covered by an effective, usable resale registration statement and may not be resold
under Rule 144, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder shall be entitled pursuant to such conversion. If this Note is physically surrendered for conversion
pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion
Amount being converted, then the Company shall as soon as practicable and in no event later than two (2) Business Days after receipt
of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in accordance with Section
20(d)) representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock
issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common
Stock on the Conversion Date. In the event of a partial conversion of this Note pursuant hereto, [INSERT IN SERIES B NOTES ONLY:
(x)] the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as set
forth in the applicable Conversion Notice and [INSERT IN SERIES B NOTES ONLY: (y) the amount of Restricted Principal converted,
if any, shall be set forth in the applicable Conversion Notice]. Notwithstanding anything to the contrary contained in this Note
or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration Rights
Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement),
the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection
with any sale of Registrable Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has
entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement
to the extent applicable, and for which the Holder has not yet settled.


 




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(ii)
Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the
applicable Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or, if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program and the shares of Common Stock to be issued are then
covered by an effective, usable resale registration statement or may otherwise be resold under Rule 144, to credit the balance
account of the Holder or the Holder’s designee with DTC for such number of shares of Common Stock to which the Holder is
entitled upon the Holder’s conversion of this Note (as the case may be) or (II) if the Registration Statement covering the
resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion Shares”)
is not available for the resale of such Unavailable Conversion Shares and the Company fails to promptly, but in no event later
than as required pursuant to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the shares of Common Stock
electronically without any restrictive legend by crediting such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice
Failure” and together with the event described in clause (I) above, a “Conversion Failure”), then,
in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder on each day after such
Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of the product
of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and
to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder in writing as
in effect at any time during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery
Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice with respect to, and retain or
have returned (as the case may be) any portion of this Note that has not been converted pursuant to such Conversion Notice, provided
that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued
prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior
to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, the Company shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares of
Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s designee with
DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder or pursuant
to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs, and if on or after such Share
Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to all
or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from
the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure, as applicable
(a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within two
(2) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either: (I) pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect,
or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue
and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its
obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit
the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied
by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”).
Nothing shall limit the 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 certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion
of this Note as required pursuant to the terms hereof.


 




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(iii)
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation
of the names and addresses of the holders of each Note and the principal amount of the Notes [INSERT IN SERIES B NOTES ONLY: and
Restricted Principal and/or Restricted OID, as applicable,] held by such holders (the “Registered Notes”).
The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders
of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,
without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary.
A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on
the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder
thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes
in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or
transferee pursuant to Section 20, provided that if the Company does not so record an assignment, transfer or sale (as the case
may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register shall be automatically
deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to the contrary set
forth in this Section 3, following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall
not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note
is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by
Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records
showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) [INSERT IN SERIES B NOTES ONLY: or
Restricted Principal and/or Restricted OID, as applicable,] becoming unrestricted] and the dates of such conversions [INSERT IN
SERIES B NOTES ONLY:, Investor Prepayments] and/or payments (as the case may be) or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update
the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) [INSERT IN SERIES
B NOTES ONLY: or Restricted Principal and/or Restricted OID, as applicable,] becoming unrestricted] and the dates of such conversions,
[INSERT IN SERIES B NOTES ONLY: Investor Prepayment] and/or payments (as the case may be) within two (2) Business Days of such
occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.


 


(iv)
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of
Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for
conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on
such date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount
of Notes submitted for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted
for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection
with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and
resolve such dispute in accordance with Section 25.


 




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(d)
Limitations on Conversions.


 


(i)
Beneficial Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not
have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall
be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together
with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include
the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common
Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note
beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion
or exercise analogous to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial ownership
shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares
of Common Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on
Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be,
(y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if
any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).
If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of
Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or
by electronic mail 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 and any other Attribution Party since the date as of which the Reported Outstanding Share Number was
reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder
and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the
number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued
by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall
not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may
from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such
notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares
of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3(d)(i) to the extent necessary to correct this
paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation
contained in this Section 3(d)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation.
The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note.


 




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(ii)
Principal Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise
pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares
of Common Stock which the Company may issue upon conversion of the Notes or otherwise pursuant to the terms of this Note without
breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may
be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing
Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company
(A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares
of Common Stock upon conversion of the Notes or otherwise pursuant to the terms of this Note in excess of such amount or (B) obtains
a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory
to the Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion
of any Notes or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of
(i) the Exchange Cap multiplied by (ii) the quotient of (A) the aggregate original principal amount of Notes issued to such Buyer
pursuant to the Securities Purchase Agreement on the Closing Date (as defined in the Securities Purchase Agreement) divided by
(B) the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement on
the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall
sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s
Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence
shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon
conversion in full of a holder’s Notes, the difference (if any) between such holder’s Exchange Cap Allocation and
the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such holder’s
Notes shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion
to the shares of Common Stock underlying the Notes then held by each such holder. At any time after the earlier to occur of (x)
the Stockholder Approval Date (as defined in the Securities Purchase Agreement) and (y) the Stockholder Meeting Deadline (as defined
in the Securities Purchase Agreement), in the event that the Company is prohibited from issuing shares of Common Stock pursuant
to this Section 3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation
of such shares of Common Stock at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y)
the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers
the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance
and payment under this Section 3(d)(ii) and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage
commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange
Cap Share Cancellation Amount”).


 


(e)
Right of Alternate Conversion Upon an Event of Default.


 


(i)
General. Subject to Section 3(d), at any time at any time during an Event of Default Redemption Right Period (as defined
below) with respect to an Alternate Conversion Event of Default (regardless of whether such Event of Default has been cured or
if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may, at the Holder’s option,
convert (each, an “Alternate Conversion”, and the date of such Alternate Conversion, each, an “Alternate
Conversion Date”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such
Alternate Conversion, the “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Conversion
Price.


 




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(ii)
Mechanics of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion
Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all
purposes hereunder with respect to such Alternate Conversion and with “Redemption Premium of the Conversion Amount”
replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with respect to such Alternate
Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing
to use the Alternate Conversion Price for such conversion; provided that in the event of the Conversion Floor Price Condition,
on the applicable Alternate Conversion Date the Company shall also deliver to the Holder the applicable Alternate Conversion Floor
Amount. Notwithstanding anything to the contrary in this Section 3(e), but subject to Section 3(d), until the Company delivers
shares of Common Stock representing the applicable Alternate Conversion Amount to the Holder, such Alternate Conversion Amount
may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without regard to this Section 3(e).


 


4.
RIGHTS UPON EVENT OF DEFAULT.


 


(a)
Event of Default. Each of the following events shall constitute an “Event of Default” and each of the
events in clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:


 


(i)
the failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the SEC
on or prior to the date that is ten (10) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement)
or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is five
(5) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);


 


(ii)
while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the
issuance of a stop order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of
Registrable Securities (as defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities
in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of
five (5) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period (excluding days
during an Allowable Grace Period (as defined in the Registration Rights Agreement));


 


(iii)
the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for
a period of ten (10) consecutive Trading Days;


 




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(iv)
the Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
five (5) Trading Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Notes, including,
without limitation, by way of public announcement or through any of its agents, at any time, of its intention not to comply, as
required, with a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions
of the Notes, other than pursuant to Section 3(d);


 


(v)
except to the extent the Company is in compliance with Section 10(b) below, at any time following the tenth (10th)
consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 10(a) below) is less than the number
of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this
Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise);


 


(vi)
the Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or
other amounts when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure
to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase
Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated
hereby and thereby, but only if such failure remains uncured for a period of at least two (2) Trading Days;


 


(vii)
the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon
conversion of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities Purchase
Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise
then prohibited by applicable federal securities laws, and any such failure remains uncured for at least ten (10) days;


 


(viii)
the occurrence of any default (after lapse of any applicable cure periods) under, redemption of or acceleration prior to maturity
of at least an aggregate of $150,000 of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of
its Subsidiaries, other than with respect to any Other Notes;


 


(ix)
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted
by or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not
be dismissed within thirty (30) days of their initiation;


 




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(x)
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part
of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,
or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability
to pay its debts generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance
of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other
similar action under federal, state or foreign law;


 


(xi)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of
a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt
or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;


 


(xii)
a final judgment or judgments for the payment of money aggregating in excess of $150,000 are rendered against the Company and/or
any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled
or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however,
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$150,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity
provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered
by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance
or indemnity within thirty (30) days of the issuance of such judgment;


 




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(xiii)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable
grace period, any payment with respect to any Indebtedness in excess of $150,000 due to any third party (other than, with respect
to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by
proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with
GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $150,000, which
failure to pay, breach or violation permits the other party thereto to declare an event of default or otherwise accelerate amounts
due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the passage of time or the
giving of notice, result in a default or event of default under any agreement binding the Company or any Subsidiary, which default
or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results
thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries,
individually or in the aggregate;


 


(xiv)
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty, in any material respect (other than representations or warranties subject to material adverse effect or materiality,
which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, except, in the
case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of
five (5) consecutive Trading Days;


 


(xv)
the occurrence of four (4) or more false or inaccurate certification (including a false or inaccurate deemed certification) by
the Company that either (A) the Equity Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to
whether any Event of Default has occurred;


 


(xvi)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of clauses (a) to (g), (n),
(p), (q) or (r) of Section 15 of this Note, but only with respect to clauses (e) to (g), or (n), (p), (q) or (r) of Section 15
of this Note if such breach remains uncured for a period of five (5) consecutive days;


 


(xvii)
any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs (other than any material adverse development
or material adverse change with respect to any products of the Company other than the CarpX or Esocheck products);


 


(xviii)
any provision of any Transaction Document (including, without limitation, the Security Documents and the Guaranties) shall at
any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding on or enforceable against
the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall
be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish
the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability or
obligation purported to be created under any Transaction Document (including, without limitation, the Security Documents and the
Guaranties);


 




    	15



    	 



    

 


(xix)
this Note and/or any Security Document shall for any reason fail or cease to create a separate valid and perfected and, except
to the extent permitted by the terms hereof or thereof, first priority Lien (as defined in the Securities Purchase Agreement)
on the Collateral (as defined in the Security Documents) in favor of the Collateral Agent (as defined in the Securities Purchase
Agreement) or any material provision of any Security Document shall at any time for any reason cease to be valid and binding on
or enforceable against the Company or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding
shall be commenced by the Company or any governmental authority having jurisdiction over the Company, seeking to establish the
invalidity or unenforceability thereof;


 


(xx)
any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor
dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive
days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary,
if any such event or circumstance has had, or is reasonably likely to have a Material Adverse Effect;


 


(xxi)
if both (x) Lishan Aklog ceases to be the chief executive officer of the Company and (y) Dennis McGrath ceases to be the chief
financial officer or chief executive officer of the Company; or


 


(xxii)
any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 




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(b)
Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or
any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic mail
and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Holder. At any
time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of
Default (such earlier date, the “Event of Default Right Commencement Date”) and ending (such ending date, the
“Event of Default Right Expiration Date”, and each such period, an “Event of Default Redemption Right
Period”) on the twentieth (20th) Trading Day after the later of (x) the date such Event of Default is cured
and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description of the applicable
Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being
cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III)
a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice,
the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless of whether such
Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by
delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company, which Event of
Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note
subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the greater
of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product of
(X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default
Redemption Notice multiplied by (Y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to
be made under this Section 4(b) (the “Event of Default Redemption Price”). [INSERT IN SERIES B NOTES ONLY (except,
solely if any Restricted Principal is included in such Conversion Amount subject to redemption pursuant to the applicable Event
of Default Notice (such amount of Restricted Principal, the “Eligible Event of Default Restricted Principal”)
and the Holder elects to effect Event of Default Netting (as defined in the Investor Note) pursuant to the terms of the Investor
Note, such Event of Default Redemption Price shall be reduced, on a dollar-for-dollar basis, by such portion of the Eligible Event
of Default Restricted Principal subject to such Event of Default Netting (such amount of Eligible Event of Default Restricted
Principal, the “Event of Default Restricted Principal Amount”) and such Event of Default Restricted Principal
Amount shall be satisfied on such Redemption Date by Event of Default Netting (as defined in the Investor Note) (solely if the
applicable Event of Default does not include a Bankruptcy Event of Default) or automatically satisfied on such Redemption Date
by Event of Default Bankruptcy Netting (as defined in the Investor Note) (solely if the applicable Event of Default includes a
Bankruptcy Event of Default), as applicable, with respect thereto)]. Redemptions required by this Section 4(b) shall be made in
accordance with the provisions of Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined
by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary
prepayments. Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default
Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under
this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock
pursuant to the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, [INSERT IN SERIES B NOTE
ONLY: (x)] the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment
Date(s) as set forth in the Event of Default Redemption Notice and [INSERT IN SERIES B NOTE ONLY: (y) the amount of Restricted
Principal redeemed, if any, shall be set forth in the applicable Event of Default Redemption Notice]. In the event of a partial
redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating
to the applicable Installment Date(s) as set forth in the Event of Default Redemption Notice (or, if not specified, deducted from
the Installment Amount(s) relating to the last Installment Date). In the event of the Company’s redemption of any portion
of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’
inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity
for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties to be, and shall be
deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Any redemption
upon an Event of Default shall not constitute an election of remedies by the Holder, and all other rights and remedies of the
Holder shall be preserved.


 




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(c)
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding
any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following
the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal,
accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption
Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand or other action
by the Holder or any other person or entity [INSERT IN SERIES B NOTES ONLY:, except that any Restricted Principal then outstanding
hereunder shall be satisfied through Bankruptcy Event of Default Netting (as defined in the Investor Note) (in lieu of such cash
payment hereunder)], provided that the Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy
Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the Holder hereunder, including
any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event
of Default Redemption Price or any other Redemption Price, as applicable.


 


5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)
Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes
in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions
of this Section 5(a) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder
prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including,
without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding and the interest
rates of the Notes held by such holder, having similar conversion rights as the Notes and having similar ranking and security
to the Notes [INSERT IN SERIES B NOTES ONLY: and, if applicable, a restricted principal equal in amount to the Restricted Principal
then outstanding hereunder and a restricted OID equal in amount to the Restricted OID then outstanding hereunder], and satisfactory
to the Holder and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock
is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any 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. Upon consummation
of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion
or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common
Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 17, which shall
continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction,
such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which
the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted
immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted
in accordance with the provisions of this Note. Notwithstanding the foregoing, the Required Holders may elect, at their sole option,
by delivery of written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption
of this Note. The provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall
be applied without regard to any limitations on the conversion of this Note.


 




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(b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading
Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the
public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail
and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning
after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change
of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending
on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt
of such Change of Control Notice or (C) the date of the announcement of such Change of Control, the Holder may require the Company
to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”)
to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem.
The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price
equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount
being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion
Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares
of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of
the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers
the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of
Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient
of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to
be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration
constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the
Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the
Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such
securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II)
the Conversion Price then in effect (the “Change of Control Redemption Price”). [INSERT IN SERIES B NOTES ONLY
(except, solely if any Restricted Principal is included in such Conversion Amount subject to redemption pursuant to the applicable
Change of Control Notice (such amount of Restricted Principal, the “Eligible Change of Control Restricted Principal”)
and the Holder elects to effect Redemption Netting (as defined in the Investor Note) pursuant to the terms of the Investor Note,
such Change of Control Redemption Price shall be reduced, on a dollar-for-dollar basis, by such portion of the Eligible Change
of Control Restricted Principal subject to such Redemption Netting (such amount of Eligible Change of Control Restricted Principal,
the “Change of Control Restricted Principal Amount”) and such Change of Control Restricted Principal Amount
shall be automatically satisfied on such Redemption Date by Redemption Netting (as defined in the Investor Note) with respect
thereto)]. Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have
priority to payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section
5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section
3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount
submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part,
by the Holder into Common Stock pursuant to Section 3. In the event of a partial redemption of this Note pursuant hereto, (x)
the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s)
as set forth in the Change of Control Redemption Notice [INSERT IN SERIES B NOTE ONLY: and (y) the amount of Restricted Principal
redeemed, if any, shall be set forth in the applicable Change of Control Redemption Notice.] In the event of the Company’s
redemption of any portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to
estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a
suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 5(b) is
intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty.


 




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6.
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 7 and 17 below, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to all or substantially all of the record holders of any class 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 taking into account any limitations or restrictions on the convertibility of this Note and assuming for
such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately prior to 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 and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess)
and such Purchase Right to such extent shall be held in abeyance up to ninety (90) Trading Days (and, if such Purchase Right has
an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,
if applicable) for the benefit of the Holder until the applicable expiration date, maturity date or similar time (as extended
pursuant to the foregoing), until such time or times during such extended period, if any, as its right thereto would not result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right
held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such
term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such
limitation). The Holder shall be deemed to have waived the right to receive any such Purchase Rights that remain held in abeyance
at the end of such abeyance period if not granted prior to such time.


 


(b)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the
Holder’s option (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other
assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock
been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions
on the convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such
securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate
Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights
for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate
with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the
Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied
without regard to any limitations on the conversion or redemption of this Note.


 




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7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section
4(c), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock combination,
recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number
of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting
any provision of Section 6 or Section 17, if the Company at any time on or after the Subscription Date combines (by any stock
split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding
shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will
be proportionately increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period
that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately
to reflect such event.


 


(b)
Holder’s Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this
Section 7 or in the Securities Purchase Agreement, if the Company in any manner issues or sells or enters into any agreement to
issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”),
after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for
shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way
of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such
as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price
being herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile
or electronic mail and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible Securities
or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder
shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price
upon conversion of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for
purposes of such conversion the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s
election to rely on a Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a Variable
Price for any future conversion of this Note. In addition, from and after the date the Company enters into such agreement or issues
any such Variable Price Securities (whether or not such Variable Price Securities or agreement remains outstanding or in effect,
as applicable), for purposes of calculating the Installment Conversion Price as of any time of determination, at the sole option
of the Holder, the “Conversion Price” as used therein shall mean the lower of (x) the Conversion Price as of such
time of determination and (y) the Variable Price as of such time of determination.


 




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(c)
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned
or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.


 


(d)
Voluntary Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent
of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then current Conversion Price of each of
the Notes to any amount and for any period of time deemed appropriate by the board of directors of the Company.


 


8.
INSTALLMENT CONVERSION OR REDEMPTION.


 


(a)
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay
to the Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance
with this Section 8 (a “Installment Conversion”); provided, however, that the Company may, at
its option following notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount
in cash (a “Installment Redemption”) or by any combination of an Installment Conversion and an Installment
Redemption so long as all of the outstanding applicable Installment Amount due on any Installment Date shall be converted and/or
redeemed by the Company on the applicable Installment Date, subject to the provisions of this Section 8. On or after the date
which is the fifteenth (15th) Trading Day prior to, but on or before the date which is the tenth (10th) Trading Day prior to,
the next Installment Date (each, an “Installment Notice Due Date”), the Company shall deliver written notice
(each, a “Installment Notice” and the date all of the holders receive such notice is referred to as to the
“Installment Notice Date”), to each holder of Notes and such Installment Notice shall (i) either (A) confirm
that the applicable Installment Amount of such holder’s Note shall be converted in whole pursuant to an Installment Conversion
or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for cash in accordance with the provisions
of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment Redemption and (2) specify the
portion of such Installment Amount which the Company elects or is required to redeem pursuant to an Installment Redemption (such
amount to be redeemed in cash, the “Installment Redemption Amount”) and the portion of the applicable Installment
Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment Conversion (such amount of
the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred to herein as the “Installment
Conversion Amount”), which amounts when added together, must at least equal the entire applicable Installment Amount
and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant to an Installment Conversion, certify
that there is not then an Equity Conditions Failure as of the applicable Installment Notice Date. Each Installment Notice shall
be irrevocable. If the Company does not timely deliver an Installment Notice in accordance with this Section 8 with respect to
a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable Installment Notice confirming
an Installment Conversion of the entire Installment Amount payable on such Installment Date and shall be deemed to have certified
that there is not then an Equity Conditions Failure in connection with such Installment Conversion. The applicable Installment
Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section 8) shall be converted
in accordance with Section 8(b) and the applicable Installment Redemption Amount shall be redeemed in accordance with Section
8(c). [INSERT IN SERIES A NOTE ONLY: Notwithstanding anything herein to the contrary, if the Holder owns both this Note and a
Series B Note on any Installment Date, the Holder may allocate the Installment Amount to be paid pursuant to this Section 8 (and/or
Section 8 of such Series B Note), as applicable, among the Conversion Amount of this Note and the Unrestricted Principal (as defined
in the Series B Note) (or any Restricted Principal (as defined in the Series B Note) or Restricted OID (as defined in the Series
B Note), as applicable, that will become Unrestricted Principal on or prior to such Installment Date, as applicable), as applicable,
as set forth in a written notice to the Company on or prior to the applicable Installment Date (which notice may be an e-mail).][INSERT
IN SERIES B NOTE ONLY: Notwithstanding anything herein to the contrary, if the Holder owns both this Note and a Series A Note
on any Installment Date, the Holder may allocate the Installment Amount to be paid pursuant to this Section 8 (and/or Section
8 of such Series A Note), as applicable, among the Unrestricted Principal (or any Restricted Principal or Restricted OID that
will become Unrestricted Principal on or prior to such Installment Date, as applicable) of this Note and the Conversion Amount
(as defined in such Series A Note) of such Series A Note, as applicable, as set forth in a written notice to the Company on or
prior to the applicable Installment Date (which notice may be an e-mail).]


 




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(b)
Mechanics of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed
to have delivered an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment
Conversion in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion
Amount, if any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company
shall, on such Installment Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such
conversion (subject to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence
of this Section 8(b)), and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the
applicable Conversion Installment Floor Amount, provided that the Equity Conditions are then satisfied (or waived in writing by
the Holder) on such Installment Date and an Installment Conversion is not otherwise prohibited under any other provision of this
Note. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable
Installment Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment
Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied
by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any
time through the applicable Installment Date (the “Interim Installment Period”), the Company shall provide
the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure (which is not waived in writing by the
Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted under any other provision
of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require the Company to do
any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted Installment
Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the Company
shall pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount
in cash equal to 132.5% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with
respect to all or any part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled
to all the rights of a holder of this Note with respect to such designated part of the Installment Conversion Amount; provided,
however, the Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted
to equal the lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment
Conversion and (B) the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion
Notice relating thereto as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount
by the fifth (5th) day following the applicable Installment Date by payment of such amount by such date, then the Holder shall
have the rights set forth in Section 13(a) as if the Company failed to pay the applicable Installment Redemption Price (as defined
below) and all other rights under this Note (including, without limitation, such failure constituting an Event of Default described
in Section 4(a)(vi)). Notwithstanding anything to the contrary in this Section 8(b), but subject to Section 3(d), until the Company
delivers Common Stock representing the Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted
by the Holder into Common Stock pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion
Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment Conversion
Amount so converted shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth
in the applicable Conversion Notice (or, if not specified, deducted from the Installment Amount(s) relating to the last Installment
Date). The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of
Common Stock in any Installment Conversion hereunder.


 




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(c)
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole
or in part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company
in cash on the applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to
115% of the applicable Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails
to redeem such Installment Redemption Amount on such Installment Date by payment of the Installment Redemption Price, then, at
the option of the Holder designated in writing to the Company (any such designation shall be a “Conversion Notice”
for purposes of this Note), the Holder may require the Company to convert all or any part of the Installment Redemption Amount
at the Installment Conversion Price (determined as of the date of such designation as if such date were an Installment Date).
Conversions required by this Section 8(c) shall be made in accordance with the provisions of Section 3(c). Notwithstanding anything
to the contrary in this Section 8(c), but subject to Section 3(d), until the Installment Redemption Price (together with any Late
Charges thereon) is paid in full, the Installment Redemption Amount (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event the Holder elects to convert all or any
portion of the Installment Redemption Amount prior to the applicable Installment Date as set forth in the immediately preceding
sentence, the Installment Redemption Amount so converted shall be deducted from the Installment Amounts relating to the applicable
Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this Section 8(c) shall be made
in accordance with the provisions of Section 11.


 


(d)
Deferred Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its
option and in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to
the applicable Installment Date electing to have the satisfaction of all or any portion of an Installment Amount payable on such
Installment Date deferred (such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”)
until any subsequent Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall
be added to, and become part of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest
hereunder. Any notice delivered by the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the
date that such Deferral Amount shall now be payable. [INSERT IN SERIES B NOTE ONLY: Notwithstanding anything herein to the contrary,
if as of any given Installment Date the Installment Amount for such Installment Date includes Restricted Principal and/or Restricted
OID (such portion of the Installment Amount constituting Restricted Principal and/or Restricted OID, collectively, the “Restricted
Installment Amount”) and the Holder fails to deliver written notice to the Company of a Deferral of such Restricted
Installment Amount prior to such Installment Date, on such Installment Date such Restricted Installment Amount shall automatically
be deemed subject to a Deferral, in whole, to the immediately succeeding Installment Date (or such other Installment Date as the
Holder may subsequently elect in a writing to the Company).]


 


(e)
Acceleration of Installment Amounts. Notwithstanding anything herein to the contrary, during the period commencing on such
Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately prior to the next
Installment Date (each, an “Installment Period”), at the option of the Holder, at one or more times, the Holder
may convert other Installment Amounts (each, an “Acceleration”, and each such amount, an “Acceleration
Amount”), in whole or in part, at the Installment Conversion Price of such Current Installment Date in accordance with
the conversion procedures set forth in Section 3 hereunder, mutatis mutandis; provided, that if a Conversion Floor Price
Condition exists with respect to such Current Installment Date, with each Acceleration the Company shall also deliver to the Holder
the Acceleration Floor Amount on the applicable Share Delivery Deadline.


 




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(f)
Blocker Notice; Designated Specified Amounts. Notwithstanding the foregoing, at any time any shares of Common Stock deliverable
to the Holder hereunder would result in a violation of Section 3(d)(i) above, the Holder shall deliver (or, if the Holder fails
to deliver a written notice, shall nevertheless be deemed to have delivered, as applicable) to the Company a written notice (which
may be an e-mail) (a “Blocker Notice”) either (I) with respect to such Installment Conversion that the Company
has notified the Holder it has elected to effect, at least two (2) Business Days prior to the applicable Current Installment Date,
or (II) with respect to any Interest Shares the Company has notified the Holder it has elected to issue, at least two (2) Business
Days prior to the applicable Interest Date (A) stating that such Installment Conversion or issuance of Interest Shares, as applicable,
would result in a violation of Section 3(d)(i) above in the absence of the proviso at the end of the first sentence of such section,
and (B) specifying the portion of (x) the applicable Installment Amount with respect to which such Installment Conversion would
result in, or (y) the applicable Interest Shares to the extent that the issuance thereof would result in, a violation of Section
3(d)(i) if such Installment Conversion or Interest Share issuance were effected (such amount so specified is referred to herein
as the “Designated Specified Amount”), the Installment Amount of the Holder for such Current Installment Date
or the Interest for such Interest Date, as the case may be, shall be automatically reduced by such Designated Specified Amount
(and the Holder shall not be entitled to beneficial ownership of such shares of Common Stock issuable with respect to such Designated
Specified Amount), and the Holder shall be deemed to have been issued a right hereunder (in full satisfaction of the amount by
which the Installment Amount or Interest was so reduced) to convert, subject to the limitations on conversion set forth in Section
3(d)(i) hereunder, all, or any part, of such Designated Specified Amount into Common Stock (each, a “Withdrawn Designated
Specified Amount”) at the Installment Conversion Price or Interest Conversion Price, as applicable, in effect for such
Current Installment Date or Interest Date (such price, the “Measurement Price”), by delivery of one or more
written notices to the Company (each, a “Withdrawal Notice” and each date of receipt by the Company of a Withdrawal
Notice, each a “Withdrawal Notice Date”) solely to the extent the Common Stock issuable to the Holder of such
Withdrawn Designated Specified Amount set forth in such Withdrawal Notice at each such applicable Withdrawal Notice Date would
not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage. Upon receipt of any Withdrawal Notice,
(A) the Company shall convert the applicable Withdrawn Designated Specified Amount specified in such Withdrawal Notice into Common
Stock in accordance with the conversion procedures set forth in Section 3 hereunder, mutatis mutandis (with “Measurement
Price” replacing “Conversion Price”, “Withdrawal Notice” replacing “Conversion Notice”
and “Withdrawal Notice Date” replacing “Conversion Date” for all purposes hereunder with respect to such
conversion), and (B) the applicable Designated Specified Amount shall be decreased by the applicable Withdrawn Designated Specified
Amount. Until converted in accordance herewith, the Designated Specified Amount shall remain outstanding hereunder and shall be
entitled to all rights and remedies hereunder (except that such Designated Specified Amount shall not accrue interest hereunder
(other than Late Charges, if any)).


 




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9.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the
rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the
other Transaction Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion
of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion
of this Note.


 


10.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least (i) if on or prior
to the Reduced Share Reservation Deadline (as defined in the Securities Purchase Agreement), 35 million shares of Common Stock
for issuances pursuant to the terms of the Notes and the 2018 Notes (as defined in the Securities Purchase Agreement) on or after
the Closing Date and (II) at any time after the Reduced Share Reservation Deadline, the greater of (i) 200% of the maximum number
of shares of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Installment
Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding (without regard to any limitations
on conversions and assuming such Notes remain outstanding until the Maturity Date) (assuming for purposes of this clause (i) that
(x) such Notes are convertible at the Conversion Price assuming a Conversion Date as of such date of determination, (y) interest
on the Notes shall accrue through the twenty-six month anniversary of the Issuance Date and will be converted in shares of Common
Stock at a conversion price equal to the Conversion Price assuming a Conversion Date as of such date of determination and (z)
any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) or (ii)
100% of the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion, including
without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding (without
regard to any limitations on conversions and assuming such Notes remain outstanding until the Maturity Date) (assuming for purposes
of this clause (ii) that (x) such Notes are convertible at the Price Failure Measurement Price assuming a Conversion Date as of
such date of determination, (y) interest on the Notes shall accrue through the twenty-six month anniversary of the Issuance Date
and will be converted in shares of Common Stock at a conversion price equal to the Price Failure Measurement Price assuming a
Conversion Date as of such date of determination and (z) any such conversion shall not take into account any limitations on the
conversion of the Notes set forth in the Notes) (the “Required Reserve Amount”). The Required Reserve Amount
(including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders
of the Notes based on the original principal amount of the Notes held by each holder on the Closing Date or increase in the number
of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall
be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.


 




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(b)
Insufficient Authorized Shares. If, notwithstanding Section 10(a), and not in limitation thereof, at any time while any
of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock
to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal
to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately use its
reasonable best efforts to take all action necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that
they approve such proposal (or, if a majority of the voting power then in effect of the capital stock of the Company consents
to such increase, in lieu of such proxy statement, deliver to the stockholders of the Company an information statement that has
been filed with (and either approved by or not subject to comments from) the SEC with respect thereto). In the event that the
Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due to the failure by the Company
to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable
number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure
Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible
into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares
and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder
delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date
of such issuance and payment under this Section 10(a); and (ii) to the extent the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage
commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section
10(a) or this Section 10(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 




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11.
SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION


 


(a)
General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent
Placement (as defined in the Securities Purchase Agreement) (the “Holder Notice Date”) and (y) the time of
consummation of a Subsequent Placement (in each case, other than with respect to (I) Excluded Securities (as defined in the Securities
Purchase Agreement) and (II) the shares of Common Stock issuable upon conversion of the Notes) (each, an “Eligible Subsequent
Placement”), the Holder shall have the right, in its sole discretion, to require that the Company redeem (each an “Optional
Redemption”) all, or any portion, of the Conversion Amount under this Note [INSERT IN SERIES B NOTE ONLY: (other than
any Conversion Amount with respect to Restricted Principal or Restricted OID hereunder)] not in excess of (together with any Optional
Redemption Amount (as defined in the applicable other Note of the Holder) of any other Notes of the Holder) the Holder’s
Holder Pro Rata Amount of 50% of the gross proceeds (less any reasonable placement agent, underwriter and/or legal fees and expenses)
of such Eligible Subsequent Placement (the “Eligible Optional Redemption Amount”) by delivering written notice
thereof (an “Optional Redemption Notice”) to the Company. Notwithstanding the foregoing, if the Holder is participating
in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all, or any part, as set
forth in such written request, of any amounts that would otherwise be payable to the Holder in such Optional Redemption, on a
dollar-for-dollar basis, against the purchase price of the securities to be purchased by the Holder in such Eligible Subsequent
Placement. [INSERT IN SERIES A NOTE ONLY: Notwithstanding anything herein to the contrary, if the Holder owns both this Note and
a Series B Note on the date such Holder delivers any Optional Redemption Notice to the Company, the Holder may allocate the Eligible
Optional Redemption Amount pursuant to this Section 11 (and/or Section 11 of such Series B Note), as applicable, in such Optional
Redemption Notice among this Note and/or the Unrestricted Principal of such Series B Note, as applicable, as set forth in such
Optional Redemption Notice.] [INSERT IN SERIES B NOTE ONLY: Notwithstanding anything herein to the contrary, if the Holder owns
both this Note and a Series A Note on the date such Holder delivers any Optional Redemption Notice to the Company, the Holder
may allocate the Eligible Optional Redemption Amount pursuant to this Section 11 (and/or Section 11 of such Series A Note), as
applicable, in such Optional Redemption Notice among the Unrestricted Principal of this Note and/or the Conversion Amount (as
defined in such Series A Note) of such Series A Note, as applicable, as set forth in such Optional Redemption Notice.]


 




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(b)
Mechanics. The Optional Redemption Notice shall indicate that all, or such applicable portion , as set forth in the applicable
Optional Redemption Notice, of the Eligible Optional Redemption Amount the Holder is electing to have redeemed (the “Optional
Redemption Amount”) and the date of such Optional Redemption (the “Optional Redemption Date”), which
shall be the later of (x) the fifth (5th) Trading Day after the date of the applicable Optional Redemption Notice and
(y) the date of the consummation of such Eligible Subsequent Placement. The portion of this Note subject to redemption pursuant
to this Section 11 shall be redeemed by the Company in cash at a price equal to 115% of the Optional Redemption Amount (the “Optional
Redemption Price”). Redemptions required by this Section 11 shall be made in accordance with the provisions of Section
12. Notwithstanding anything to the contrary in this Section 11, but subject to Section 3(d), until the Holder receives the Optional
Redemption Price, the Optional Redemption Amount may be converted, in whole or in part, by the Holder into Common Stock pursuant
to Section 3, and any such conversion shall reduce the Optional Redemption Amount in the manner set forth by the Holder in the
applicable Conversion Notice.


 


12.
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED][INSERT IN SERIES B NOTE: COMPANY OPTIONAL REDEMPTION.


 


(a)
General. At any time after the Issuance Date and prior to March 30, 2020, the Company shall have the right to redeem all,
but not less than all, of the Restricted Principal then remaining under this Note (the “Company Optional Redemption Amount”)
on the Company Optional Redemption Date (as defined below) (a “Company Optional Redemption”). The portion of
this Note subject to redemption pursuant to this Section 12 shall be redeemed by the Company in cash at a price (the “Company
Optional Redemption Price”) equal to 100% of the Restricted Principal being redeemed as of the Company Optional Redemption
Date by the surrender to the Holder and cancellation in full of the Investor Note. The Company may exercise its right to require
redemption under this Section 12 by delivering a written notice thereof by facsimile or electronic mail and overnight courier
to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice” and the date
all of the holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”).
The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall
be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption shall
occur (the “Company Optional Redemption Date”) which date shall not be less than five (5) Trading Days nor
more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate amount of
Restricted Principal of this Note and such restricted principal of the Other Notes which is being redeemed in such Company Optional
Redemption from the Holder and all of the other holders of the Notes pursuant to this Section 12 (and analogous provisions under
the Other Notes) on the Company Optional Redemption Date. On the Company Optional Redemption Date, all Restricted OID then outstanding
hereunder shall automatically convert into Unrestricted Principal hereunder. All Conversion Amounts converted by the Holder after
the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this Note required to be redeemed
on the Company Optional Redemption Date. Redemptions made pursuant to this Section 12 shall be made in accordance with Section
13. Notwithstanding the foregoing, the Company shall have no right to effect a Company Optional Redemption if any Event of Default
has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note
in its discretion.


 




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(b)
Pro Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to
Section 12(a), then it must simultaneously take the same action with respect to all of the Other Notes.]


 


13.
REDEMPTIONS.


 


(a)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five
(5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has
submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change
of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice
is received prior to the consummation of such Change of Control and within five (5) Business Days after the Company’s receipt
of such notice otherwise. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable
Installment Date. The Company shall deliver the applicable Optional Redemption Price to the Holder in cash on the applicable Optional
Redemption Date. [INSERT IN SERIES B NOTE ONLY: The Company shall deliver the applicable Company Optional Redemption Price to
the Holder by cancellation of the Investor Note on the Company Optional Redemption Date.] Notwithstanding anything herein to the
contrary, in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of
the other Transaction Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price
hereunder shall be increased by the amount of such cash payment owed to the Holder under such other Transaction Document and,
upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other
Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall promptly
cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding Principal
which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder within the
time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall
have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note
representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with
any Late Charges thereon) has not been paid. [INSERT IN SERIES B NOTES ONLY: Notwithstanding the foregoing, if any Restricted
Principal is included in such Conversion Amount subject to redemption pursuant to the applicable Redemption Notice (such amount
of Restricted Principal, the “Eligible Redemption Restricted Principal”) and the Holder elects to effect Redemption
Netting pursuant to the terms of the Investor Note, such Redemption Price shall be reduced, on a dollar-for-dollar basis, by such
portion of the Eligible Redemption Restricted Principal subject to redemption pursuant to the applicable Redemption Notice (such
amount of Eligible Redemption Restricted Principal, the “Redemption Restricted Principal Amount”) and such
Redemption Restricted Principal Amount shall be automatically satisfied on the applicable Redemption Date by either Redemption
Netting (if such redemption is pursuant to Sections 5(b) or 8 above), Event of Default Netting (if such redemption is pursuant
to Section 4(b) without regard to the occurrence of any Bankruptcy Event of Default) or Bankruptcy Event of Default Netting (if
such redemption is pursuant to Section 4(c) as a result of the occurrence of a Bankruptcy Event of Default)]. Upon the Company’s
receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion Amount, (y)
the Company shall immediately return this Note, or issue a new Note (in accordance with Section 20(d)), to the Holder, and in
each case the principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal to the
difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11, if applicable)
minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or
such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter by the
Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided,
(B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning
on and including the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the
date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y) 75% of the quotient
of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period ending and
including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such
period). The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice
shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of
such notice with respect to the Conversion Amount subject to such notice.


 




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(b)
Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for
redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described in
Section 4(b) or Section 5(b) (each, an “Other Redemption Notice”), the Company shall immediately, but no later
than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.
If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s
applicable Redemption Notice and ending on and including the date which is two (2) Business Days after the Company’s receipt
of the Holder’s applicable Redemption Notice and the Company is unable to redeem all principal, interest and other amounts
designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then
the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount
of the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company
during such seven (7) Business Day period.


 




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14.
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including,
without limitation, the Delaware General Corporation Law) and as expressly provided in this Note.


 


15.
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)
Rank. All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to
all other Indebtedness of the Company and its Subsidiaries.


 


(b)
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this
Note and the Other Notes and (ii) other Permitted Indebtedness).


 


(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or
assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”)
other than Permitted Liens.


 


(d)
Restricted Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (other than the Notes or any amounts in respect of the Permitted Insurance Indebtedness) whether by way of payment
in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment is due or is otherwise
made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing or
(ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing.


 


(e)
Restriction on Redemption and Cash Dividends. Except with respect to the Securities (as defined in the Securities Purchase
Agreement), the Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,
repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than to the Company or any Significant
Subsidiary (as defined in the Securities Purchase Agreement)).


 




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(f)
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any
assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related
transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets
or rights by the Company and its Subsidiaries of any of the Company’s or any of its Subsidiaries’ products (other
than CarpX or Esocheck) to any third party in a bona fide transaction approved by the board of directors of the Company or otherwise
in the ordinary course of business consistent with its past practice, (ii) sales of inventory and product in the ordinary course
of business, (iii) the transfer of equity interests in Lucid Diagnostics pursuant to the Lucid Call Right, (iv) the distribution
to the holders of Common Stock (solely, to the extent, such distribution includes the holders of the Notes and the 2018 Notes,
as applicable, in accordance with the terms thereof) of up to 10% of the outstanding common equity of any Significant Subsidiary
and (v) the transfer of equity interests in any Subsidiary that are issued upon the conversion of any convertible Permitted Intercompany
Indebtedness that is permitted to be incurred hereunder; provided that the Holder shall have the right, in its sole discretion,
to require that the Company redeem all, or any portion, of the Conversion Amount under this Note [INSERT IN SERIES B NOTE ONLY:
(other than any Conversion Amount with respect to Restricted Principal or Restricted OID hereunder)] not in excess of the Holder’s
Holder Pro Rata Amount of the gross proceeds (less any reasonable placement agent, underwriter and/or legal fees and expenses)
of such transfer (the applicable provisions of Section 11 regarding Optional Redemptions shall apply to any such election by the
Holder pursuant to this proviso, mutatis mutandis).


 


(g)
Maturity of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, permit any Indebtedness (other than Permitted Indebtedness) of the Company or any of its Subsidiaries to mature
or accelerate prior to the Maturity Date.


 


(h)
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly
contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially
related or incidental thereto (it being agreed and understood that the engagement by the Company or any of its Subsidiaries in
any business in respect of a new medical device or biotech product or service is not substantially different than the lines of
business conducted by the Company and its Subsidiaries as of the Subscription Date). The Company shall not, and the Company shall
cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.


 


(i)
Preservation of Existence, Etc. The Company shall maintain and preserve, and cause each of its Significant Subsidiaries
to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Significant Subsidiaries
to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or
leased by it or in which the transaction of its business makes such qualification necessary except in the case that any such failure
to so maintain, preserve or comply has not had, and is not reasonably likely to have, a Material Adverse Effect.


 




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(j)
Maintenance of Properties, Etc. The Company shall maintain and preserve, and cause each of its Significant Subsidiaries
to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working
order and condition, ordinary wear and tear excepted, and comply, and cause each of its Significant Subsidiaries to comply, at
all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent
any loss or forfeiture thereof or thereunder except in the case that any such failure to so maintain, preserve or comply has not
had, and is not reasonably likely to have, a Material Adverse Effect.


 


(k)
Maintenance of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary
or advisable to maintain all of Material Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the
Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.


 


(l)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance (including,
without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties
(including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by
any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business
practice by companies in similar businesses similarly situated.


 


(m)
Transactions with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew,
extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale,
lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except
transactions between or among the Company and its Significant Subsidiaries or other transactions in the ordinary course of business
in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business,
for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s
length transaction with a Person that is not an affiliate thereof.


 


(n)
Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of
a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the
Securities Purchase Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the
Notes.


 




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(o)
New Significant Subsidiaries. Simultaneously with the acquisition or formation of each New Significant Subsidiary (or upon
such other time as a Subsidiary becomes a Significant Subsidiary), the Company shall cause such New Significant Subsidiary to
execute, and deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) and Guaranties
(as defined in the Securities Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable.
The Company shall also deliver to the Collateral Agent an opinion of counsel to such New Significant Subsidiary that is reasonably
satisfactory to the Collateral Agent and the Required Holders covering such legal matters with respect to such New Significant
Subsidiary becoming a guarantor of the Company’s obligations, executing and delivering the Security Document and the Guaranties
and any other matters that the Collateral Agent or the Required Holders may reasonably request. The Company shall deliver, or
cause the applicable Subsidiary to deliver to the Collateral Agent, each of the physical stock certificates of such New Significant
Subsidiary, along with undated stock powers for each such certificates, executed in blank (or, if any such shares of capital stock
are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent and the Required Holders that the
security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent, in accordance
with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local or foreign law that may be applicable).


 


(p)
Change in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than twenty (20) days’
prior written notice of any change in the location of any Collateral (as defined in the Security Documents), other than to locations
set forth in the Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and with respect to which the
Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon, (ii) advise the Collateral Agent
promptly, in sufficient detail, of any material adverse change relating to the type, quantity or quality of the Collateral or
the Lien granted thereon and (iii) execute and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral
Agent for the benefit of the Holder and holders of the Other Notes from time to time, solely for the Collateral Agent’s
convenience in maintaining a record of Collateral, such written statements and schedules as the Collateral Agent or any Holder
may reasonably require, designating, identifying or describing the Collateral.


 


(q)
Controlled Accounts.


 


(i)
General. The Company shall promptly following, but in any event within twenty-one (21) days after, the Closing Date (the
“Controlled Account Deadline”), establish and maintain cash management services of a type and on terms reasonably
satisfactory to Holder at and each bank listed on Schedule 15(q)(i) attached hereto or any other bank in each case to the
extent the Company maintains deposit accounts therewith (each a “Controlled Account Bank”) and cause all cash
and cash equivalents of the Company or any of its Subsidiaries to be held in Accounts (as defined in the Security Agreement) at
one or more Controlled Account Banks in accordance therewith. Subject to the foregoing, the Company shall establish and maintain
Controlled Account Agreements (as defined in the Security Agreement) with the Collateral Agent (as defined in the Security Agreement)
and each Controlled Account Bank, in form and substance reasonably acceptable to the Collateral Agent and the Required Holders,
with respect to each account maintained at such bank on behalf of Company and/or its Subsidiaries (each such account a “Controlled
Account” and collectively, the “Controlled Accounts”), and the Operating Accounts (as defined below).
Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will comply with
any and all instructions originated by the Collateral Agent directing the disposition of the funds in the Controlled Accounts
without further consent by the Company or any such Subsidiaries following and during the continuance of an Event of Default, (B)
the Controlled Account Bank waives, subordinates or agrees not to exercise any rights of setoff or recoupment or any other claim
against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the
administration of such Controlled Account and for returned checks or other items of payment (if so provided in the Controlled
Account Bank’s standard form controlled account agreement), and (C) with respect to each Controlled Account (collectively,
the “Operating Accounts”), upon the instruction of Collateral Agent (an “Activation Instruction”),
the Controlled Account Bank shall not comply following and during the continuance of an Event of Default with any instructions,
directions or orders of any form with respect to the Operating Accounts other than instructions, directions or orders originated
by Collateral Agent. The Collateral Agent shall not issue an Activation Instruction with respect to the Operating Accounts unless
an Event of Default has occurred and is continuing at the time such Activation Instruction is issued.


 




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(ii)
Additional Controlled Account Agreements. If at any time on or after the Controlled Account Deadline, the average daily
balance of any Account of the Company or any of its Subsidiaries that is not subject to a Controlled Account Agreement, in form
and substance reasonably satisfactory to the Collateral Agent and the Required Holders, in favor of the Collateral Agent exceeds
$10,000 (the “Maximum Per Account Free Cash Amount”) during any calendar month (including the calendar month
in which the Closing Date occurs), the Company shall either (x) within twenty-one (21) calendar days following the last day of
such calendar month, deliver to the Collateral Agent a Controlled Account Agreement, in form and substance reasonably satisfactory
to the Collateral Agent, duly executed by the Company and the depositary bank in which such Account is maintained or (y) within
two (2) Business Days following such date, effect a transfer to a Controlled Account of a cash amount sufficient to reduce the
amount of the Company’s or the applicable Subsidiary’s cash held in such Account to an amount not in excess of the
Maximum Per Account Free Cash Amount.


 


(iii)
Maximum Free Cash Amount. Notwithstanding anything to the contrary contained in Section 15(q)(ii) above, and without limiting
any of the foregoing, if at any time on or after the Controlled Account Deadline, the total aggregate amount of the Company’s
and any of its Subsidiaries, in the aggregate, cash that is not held in a Controlled Account exceeds $50,000 (the “Maximum
Free Cash Amount”), the Company shall within two (2) Business Days following such date, effect a transfer to a Controlled
Account of a cash amount sufficient to reduce the total aggregate amount of the Company’s and its Subsidiaries’, as
applicable, cash that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount.


 


(r)
Available Cash Test; Announcement of Operating Results.


 


(i)
Available Cash Test. At any time any Notes remains outstanding, the Company’s Available Cash as of each Fiscal Quarter
shall equal or exceed $2,000,000 (the “Available Cash Test”).


 




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(ii)
Operating Results Announcement. Commencing with the Fiscal Year ending December 31, 2019, the Company shall publicly disclose
and disseminate (such date, the “Announcement Date”), if the Available Cash Test has not been satisfied for
such Fiscal Quarter or Fiscal Year, as applicable, a statement to that effect no later than the tenth (10th) day after
the end of such Fiscal Quarter or Fiscal Year, as applicable, and such announcement shall include a statement to the effect that
the Company is (or is not, as applicable) in breach of the Available Cash Test for such Fiscal Quarter or Fiscal Year, as applicable.
On the Announcement Date, the Company shall also provide to the Holders a certification, executed on behalf of the Company by
the Chief Financial Officer of the Company, certifying that the Company satisfied the Available Cash Tests for such Fiscal Quarter
if that is the case. If the Company has failed to meet the Available Cash Test for such Fiscal Quarter (a “Financial
Covenant Failure”), the foregoing written certification that the Company provides to the Holders shall also state the
Available Cash Test has not been met (a “Financial Covenant Failure Notice”). Concurrently with the delivery
of each Financial Covenant Failure Notice to the Holders, the Company shall also make publicly available (as part of a Quarterly
Report on Form 10-Q, Annual Report on Form 10-K or on a Current Report on Form 8-K, or otherwise) the Financial Covenant Failure
Notice and the fact that an Event of Default has occurred under the Notes.


 


(s)
Non-Dilutive Capital Raise. On or prior to June 30, 2020, the Company shall have satisfied in full the Designated Financial
Condition (as defined in the Investor Note).


 


(t)
Independent Investigation. At the reasonable request of the Holder either (x) at any time when an Event of Default has
occurred and is continuing, (y) upon the occurrence and during the continuance of an event that with the passage of time or giving
of notice would constitute an Event of Default or (z) at any time the Holder reasonably believes an Event of Default may have
occurred and be continuing, the Company shall hire an independent, reputable investment bank selected by the Company and approved
by the Required Holders, such approval not to be unreasonably withheld or delayed, to investigate as to whether any breach of
this Note has occurred (the “Independent Investigator”). If the Independent Investigator determines that such
breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company shall deliver
written notice to each holder of a Note of such breach. In connection with such investigation, the Independent Investigator may,
during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties of
the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain
them, the records of its legal advisors and accountants (including the accountants’ work papers) and any books of account,
records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client
or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent
Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating
data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably
request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with,
and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors, key employees and independent
public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent
Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice,
and as often as may be reasonably requested.


 




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16.
SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents
(including, without limitation, [INSERT IN SERIES B NOTE ONLY: set forth in Section 1(f) of this Note,] the Security Agreement,
the other Security Documents and the Guaranties).


 


17.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 6 and 7 above, if the Company shall declare
or make any dividend or other distributions of its assets (or rights to acquire its assets) to all 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) (the “Distributions”), then the Holder will be entitled to such Distributions as if the
Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account
any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at
the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution
or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions
(provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares
of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion
of such Distribution shall be held in abeyance for ninety (90) Trading Days for the benefit of the Holder until such time or times
during such abeyance period, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or
made on such initial Distribution or on any subsequent Distribution held similarly in abeyance for additional ninety (90) Trading
Days) to the same extent as if there had been no such limitation). The Holder shall be deemed to have waived the right to receive
any such Distributions that remain held in abeyance at the end of such abeyance period if not granted prior to such time.


 


18.
AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d)(i) which may not be amended, modified or waived by the parties
hereto, the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement) and the Company shall
be required for any change, waiver or amendment to this Note. Any change, waiver or amendment so approved shall be binding upon
all existing and future holders of this Note and any Other Notes; provided, however, that no such change, waiver or, as applied
to any of the Notes held by any particular holder of Notes, shall, without the written consent of that particular holder, (i)
reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend the Maturity Date, of the Notes, (ii)
disproportionally and adversely affect any rights under the Notes of any holder of Notes; or (iii) modify any of the provisions
of, or impair the right of any holder of Notes under, this Section 18.


 




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19.
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or
transferred by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities
Purchase Agreement.


 


20.
REISSUANCE OF THIS NOTE.


 


(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 20(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 20(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by
this Note may be less than the Principal stated on the face of this Note.


 


(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note,
the Company shall execute and deliver to the Holder a new Note (in accordance with Section 20(d)) representing the outstanding
Principal.


 


(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Note or Notes (in accordance with Section 20(d) and in principal amounts of at least
$1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion
of such outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new
Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal
remaining outstanding (or in the case of a new Note being issued pursuant to Section 20(a) or Section 20(c), the Principal designated
by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does
not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have
an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have
the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal
and Interest of this Note, from the Issuance Date.


 




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21.
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. No failure
on the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at
law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies
under such documents or at law or equity. 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 specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving
actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms
and conditions of this Note (including, without limitation, compliance with Section 7).


 


22.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership
of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the
Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The
Company expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that
the purchase price paid for this Note was less than the original Principal amount hereof.


 


23.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall
not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and
shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun
herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like
import refer to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise,
all section references are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in
the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction
Documents unless otherwise consented to in writing by the Holder.


 




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24.
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in
this Section 24 shall permit any waiver of any provision of Section 3(d).


 


25.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


(i)
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion
Price, an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the
applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any
of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or
electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such
dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to such dispute. If the
Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price,
such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market value,
or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the case may be), at any time after
the fifth (5th) Business Day following such initial notice by the Company or the Holder (as the case may be) of such
dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable
investment bank reasonably acceptable to the Company to resolve such dispute.


 




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(ii)
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 25 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of
the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required
Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Company (unless such investment bank determines that
the Holder’s claim in the dispute is without any merit, in which case such fees and expenses of such investment bank shall
be borne by the Holder), and such investment bank’s resolution of such dispute shall be final and binding upon all parties
absent manifest error.


 


(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 25 constitutes an agreement to arbitrate
between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil
Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration
pursuant to CPLR § 7503(a) in order to compel compliance with this Section 25, (ii) the terms of this Note and each other
applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable
dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and
the like that such investment bank determines are required to be made by such investment bank in connection with its resolution
of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the
terms of this Note and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion,
shall have the right to submit any dispute described in this Section 25 to any state or federal court sitting in The City of New
York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 25 and (iv) nothing in this Section 25
shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect
to any matters described in this Section 25).


 




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26.
NOTICES; CURRENCY; PAYMENTS.


 


(a)
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be
given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written
notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason
therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least five (5) Trading Days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


(b)
Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S.
Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed
that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date
of such period of time).


 


(c)
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise
expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn
on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to
the Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer
of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s
wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a
Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other
amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable
by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such
amount was due until the same is paid in full (“Late Charge”).


 


27.
CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have
been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and
shall not be reissued.


 


28.
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note
and the Securities Purchase Agreement.


 




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29.
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required
by Section 25 above, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall
be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to
limit, any provision of Section 25. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


30.
JUDGMENT CURRENCY.


 


(a)
If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 30 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other
jurisdiction that will give effect to such conversion being made on such date: or


 


(ii)
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date
as of which such conversion is made pursuant to this Section 30(a)(ii) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(b)
If in the case of any proceeding in the court of any jurisdiction referred to in Section 30(a)(ii) above, there is a change in
the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 




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(c)
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of this Note.


 


31.
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s).


 


32.
MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be
deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such
law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded
to the Company.


 


33.
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


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


 


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


 


(c)
“Acceleration Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available
funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying
(A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant
Conversion Date with respect to such Acceleration and (II) the applicable Installment Conversion Price and (B) the difference
obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable
Share Delivery Deadline with respect to such Acceleration from (II) the quotient obtain by dividing (x) the applicable Acceleration
Amount that the Holder has elected to be the subject of the applicable Acceleration, by (y) the applicable Installment Conversion
Price without giving effect to clause (x) of such definition.


 




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(d)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(e)
“Alternate Conversion Event of Default” means (i) four or more occurrences of Events of Default arising pursuant
to either Section 4(a)(iii) or Section 4(a)(iv), (ii) any Event of Default arising pursuant to Sections 4(a)(vi) through, and
including, Section 4(a)(xiv), (iii) any Event of Default arising pursuant to 4(a)(xvi) or 4(a)(xxi), (iv) any other Event of Default
that remains uncured for a period of thirty (30) calendar days or (v) any Alternate Conversion Event of Default (as defined in
the 2018 Notes (as defined in the Securities Purchase Agreement)).


 


(f)
“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately
available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained
by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding
the relevant Alternate Conversion Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting
(I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline
with respect to such Alternate Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that
the Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price
without giving effect to clause (x) of such definition.


 


(g)
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be the
lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion
and (ii) the greater of (x) the Floor Price and (y) the lowest of (A) 80% of the VWAP of the Common Stock as of the Trading Day
immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, (B) 80% of the VWAP of the Common Stock
as of the Trading Day of the delivery or deemed delivery of the applicable Conversion Notice and (C) 80% of the price computed
as the quotient of (I) the sum of the VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the
Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the
delivery or deemed delivery of the applicable Conversion Notice, divided by (II) two (2) (such period, the “Alternate
Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during
such Alternate Conversion Measuring Period.


 




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(h)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the
Maximum Percentage.


 


(i)
“Available Cash” means, with respect to any date of determination, an amount equal to the aggregate amount
of the Cash of the Company and its Subsidiaries (excluding for this purpose cash held in restricted accounts or otherwise unavailable
for unrestricted use by the Company or any of its Subsidiaries for any reason) as of such date of determination held in bank accounts
of financial banking institutions in the United States of America.


 


(j)
“Bloomberg” means Bloomberg, L.P.


 


(k)
“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.


 


(l)
“Cash” of the Company and its Subsidiaries on any date shall be determined from such Persons’ books maintained
in accordance with GAAP, and means, without duplication, the cash, cash equivalents and Eligible Marketable Securities accrued
by the Company and its wholly owned Subsidiaries on a consolidated basis on such date.


 


(m)
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its,
direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization
or reclassification of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification
to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power
of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification,
or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company
or any of its Subsidiaries.


 


(n)
“Change of Control Redemption Premium” means 115%.


 




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(o)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be
appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 


(p)
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date
the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.


 


(q)
“Common Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any
capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such
common stock.


 


(r)
“Conversion Floor Price Condition” means that the relevant Interest Conversion Price, Alternate Conversion
Price or Installment Conversion Price, as applicable, is being determined based on clause (x) of such definitions.


 


(s)
“Conversion Installment Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately
available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained
by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding
the relevant Installment Date and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting
(I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Installment Date with
respect to such Installment Conversion from (II) the quotient obtain by dividing (x) the applicable Installment Amount subject
to such Installment Conversion, by (y) the applicable Installment Conversion Price without giving effect to clause (x) of such
definition.


 




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(t)
“Convertible Securities” means any stock or other security (other than Options) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the
holder thereof to acquire, any shares of Common Stock.


 


(u)
“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly,
(i) owns at least 25% of the outstanding capital stock or holds at least 25% of the outstanding equity or similar interest of
such Person or (ii) controls the business, operations or administration of such Person, and all of the foregoing, collectively,
“Current Subsidiaries”.


 


(v)
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.


 


(w)
“Eligible Marketable Securities” as of any date means marketable securities which would be reflected on a consolidated
balance sheet of the Company and its Subsidiaries prepared as of such date in accordance with GAAP, and which are permitted under
the Company’s investment policies as in effect on the Issuance Date or approved thereafter by the Company’s Board
of Directors.


 




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(x)
“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period
beginning thirty calendar days prior to such applicable date of determination and ending on and including such applicable date
of determination either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective
and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt,
any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common
Stock to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount
being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted Principal (and related Restricted OID) subject to an Investor
Prepayment], as applicable, in the event requiring this determination at the Conversion Price then in effect (without regard to
any limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each case,
in accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any Grace Periods
(as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to Rule
144 (as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal or state
securities laws (in each case, disregarding any limitation on conversion of (or other issuance of securities with respect to)
the Notes) and no Current Information Failure (as defined in the Registration Rights Agreement) exists or is continuing; (ii)
on each day during the period beginning thirty calendar days prior to the applicable date of determination and ending on and including
the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including
all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been
suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the
applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible
Market have been threatened (with delisting reasonably likely to occur after giving effect to all applicable notice, appeal, compliance
and hearing periods) or reasonably likely to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the
Company falling below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock is then listed
or designated for quotation (as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered
all shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other
shares of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents;
(iv) any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion
of the Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section
3(d) hereof (after giving effect to Section 8(f)); (v) any shares of Common Stock to be issued in connection with the event requiring
determination (or issuable upon conversion of the Conversion Amount being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of
Restricted Principal (and related Restricted OID) subject to an Investor Prepayment, as applicable,] in the event requiring this
determination (without regards to any limitations on conversion set forth herein)) may be issued in full without violating the
rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable);
(vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental
Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge
of any fact that would reasonably be expected to cause (1) any Registration Statement required to be filed pursuant to the Registration
Rights Agreement to not be effective or the prospectus contained therein to not be available for the resale of the applicable
Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration Rights Agreement
or (2) any Registrable Securities to not be eligible for sale pursuant to Rule 144 (assuming the Holder is not an affiliate of
the Company) without the need for registration under any applicable federal or state securities laws (in each case, disregarding
any limitation on conversion of (or other issuance of securities with respect to) the Notes) and no Current Information Failure
exists or is continuing; (viii) the Holder shall not be in (and no other holder of Notes shall be in) possession of any material,
non-public information provided to any of them by the Company, any of its Subsidiaries or any of their respective affiliates,
employees, officers, representatives, agents or the like; (ix) on each day during the Equity Conditions Measuring Period, the
Company otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material
respect (other than representations or warranties subject to material adverse effect or materiality, which may not be breached
in any respect) or any covenant or other term or condition of any Transaction Document, including, without limitation, the Company
shall not have failed to timely make any payment pursuant to any Transaction Document; (x) there shall not have occurred any Volume
Failure or Price Failure as of such applicable date of determination; (xi) on the applicable date of determination (A) no Authorized
Share Failure shall exist or be continuing and the applicable Required Minimum Securities Amount of shares of Common Stock are
available under the certificate of incorporation of the Company and reserved by the Company to be issued pursuant to the Notes
and (B) all shares of Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion
of the Conversion Amount being redeemed [INSERT IN SERIES B NOTES ONLY: or amount of Restricted Principal (and related Restricted
OID) subject to an Investor Prepayment, as applicable,] in the event requiring this determination (without regards to any limitations
on conversion set forth herein)) may be issued in full without resulting in an Authorized Share Failure; (xii) on each day during
the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist an Event of Default or an event
that with the passage of time or giving of notice would constitute an Event of Default; (xiii) no bona fide dispute shall exist,
by and between any holder of Notes, the Company, the Principal Market (or such applicable Eligible Market in which the Common
Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other
Transaction Document and (xiv) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity
Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.


 




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(y)
“Equity Conditions Failure” means that on the applicable date of determination, the Equity Conditions have
not been satisfied (or waived in writing by the Holder).


 


(z)
“Fiscal Quarter” means each of the fiscal quarters adopted by the Company for financial reporting purposes
that correspond to the Company’s fiscal year as of the date hereof that ends on December 31.


 


(aa)
“Fiscal Year” means the fiscal year adopted by the Company for financial reporting purposes as of the date
hereof that ends on December 31.


 


(bb)
“Floor Price” means $0.18 (or such lower amount as permitted, from time to time, by the Principal Market),
subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events.


 




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(cc)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company and its Significant Subsidiaries to one or more Subject Entities, or (iii) make,
or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or
party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least
either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party
to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject
Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer,
become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares
of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject
Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at
least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities
making or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business
combination were not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively
the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock,
or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the
Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction
in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,
scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x)
at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the
aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of
the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z)
a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other equity
securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or other transaction
requiring other stockholders of the Company to surrender their shares of Common Stock without approval of the stockholders of
the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents,
the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition
which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 


(dd)
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(ee)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 




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(ff)
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of this
Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Series [A][B] Notes
issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.


 


(gg)
“Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(hh)
“Installment Amount” means, with respect to any Installment Date, the sum of (A) (I) with respect to any Installment
Date other than the Maturity Date, the lesser of (x) $94,594.60 and (y) the Principal amount then outstanding under this Note
as of such Installment Date, and (II) with respect to the Installment Date that is the Maturity Date, the Principal amount then
outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant
to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section
8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section
8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the
sum of any accrued and unpaid Interest as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges,
if any, under this Note as of such Installment Date (collectively, the “Installment Note Amount”). In the event
the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of
each unpaid Installment Amount hereunder.


 


(ii)
“Installment Conversion Price” means, with respect to a particular date of determination, the lower of (i)
the Conversion Price then in effect and (ii) the greater of (x) the Floor Price and (y) 82.5% of the quotient of (A) the sum of
the VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10)
consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable Installment Date, divided
by (B) two (2). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or
other similar transaction during any such measuring period.


 


(jj)
“Installment Date” means (i) March 30, 2020, (ii) then, bi-monthly, on each of the fifteenth calendar day and
the last Trading Day of each subsequent calendar month thereafter until the Maturity Date, and (iii) the Maturity Date.


 


(kk)
“Interest Conversion Price” means, with respect to a particular date of determination, the lower of (i) the
Conversion Price then in effect, and (ii) the greater of (x) the Floor Price and (y) 82.5% of the quotient of (A) the sum of the
VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive
Trading Day period ending and including the Trading Day immediately prior to the applicable Interest Date, divided by (B) two
(2). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar
transaction during any such measuring period.


 




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(ll)
“Interest Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available
funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying
(A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant
Interest Date and (II) the applicable Interest Conversion Price and (B) the difference obtained by subtracting (I) the number
of Interest Shares delivered (or to be delivered) to the Holder on the applicable Interest Date from (II) the quotient obtain
by dividing (x) the difference of (1) the aggregate amount of Interest due on such Interest Date less (2) such portion of such
Interest in which the Company elects in the Interest Notice to pay as Cash Interest with respect to such Interest Date, by (y)
the applicable Interest Conversion Price without giving effect to clause (x) of such definition.


 


(mm)
“Interest Date” means, with respect to any given calendar month, (x) if prior to the initial Installment Date
or after the Maturity Date, each of the last Trading Day in such calendar month and the fifteenth calendar day of such calendar
month or (y) if on or after the initial Installment Date, but on or prior to the Maturity Date, each Installment Date, if any,
in such calendar month.


 


(nn)
“Interest Rate” means [INSERT IN SERIES A NOTE ONLY: 7.875% per annum,][INSERT IN SERIES B NOTE ONLY: (I) with
respect to Restricted Principal and Restricted OID hereunder, 3% per annum and (II) with respect to Unrestricted Principal (or
other amounts outstanding hereunder, other than Restricted Principal and Restricted OID hereunder), 7.875% per annum, in each
case] as may be adjusted from time to time in accordance with Section 2.


 


(oo)
[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTES ONLY: “Investor Note” means
that certain promissory note of the Holder issued to the Company at the Closing Date, pursuant to the Securities Purchase Agreement,
with an aggregate principal amount outstanding equal to the Restricted Principal outstanding hereunder and secured by a cash amount
set forth in a bank account of the Holder (or its affiliates) at least equal to the Restricted Principal outstanding hereunder.]


 


(pp)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTE ONLY: “Investor Notes” means those
certain promissory notes of the holders of Series B Notes (including the Investor Note) issued to the Company at the Closing Date,
pursuant to the Securities Purchase Agreement.]


 


(qq)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]] [INSERT IN SERIES B NOTE ONLY: “Investor Prepayment” means
any Prepayment (as defined in the Investor Note) of the Investor Note.]


 


(rr)
“Lucid Call Right” means that certain call right in favor of Case Western Reserve University pursuant to the
shareholders agreement of Lucid Diagnostics, as in effect as of the date hereof.


 


(ss)
“Lucid Diagnostics” means Lucid Diagnostics Inc., a Delaware corporation.


 




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(tt)
“Maturity Date” shall mean September 30, 2021; provided, however, the Maturity Date may be extended at the
option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any
event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of
Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the
event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date,
provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion
Amount would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time
as such provision shall not limit the conversion of this Note.


 


(uu)
“New Significant Subsidiary” means any New Subsidiary that is a Significant Subsidiary (as defined in the Securities
Purchase Agreement).


 


(vv)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription
Date, directly or indirectly, (i) owns at least 25% of the outstanding capital stock or holds at least 25% of the outstanding
equity or similar interest of such Person or (ii) controls the business, operations or administration of such Person, and all
of the foregoing, collectively, “New Subsidiaries”.


 


(ww)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(xx)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(yy)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness
set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date (excluding any Permitted
Intercompany Indebtedness), (iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v)
of the definition of Permitted Liens, (iv) up to $500,000 of Indebtedness of Lucid Diagnostics, in the aggregate, owed to any
Governmental Entity (as defined in the Securities Purchase Agreement) or bona fide educational institution (or such bona fide
investment entity of such educational institution), (v) Permitted Insurance Indebtedness, and (vi) up to $4,000,000 of Permitted
Intercompany Indebtedness.


 


(zz)
“Permitted Insurance Indebtedness” means Indebtedness in respect of the financing of insurance premiums in
a manner consistent with past practice.


 


(aaa)
“Permitted Intercompany Indebtedness” means Indebtedness incurred by any Subsidiary owed to the Company, which
Indebtedness was incurred for working capital purposes.


 




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(bbb)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by
appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in
the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good
faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries
to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or
lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect
to Indebtedness in an aggregate amount not to exceed $100,000, (v) Liens incurred in connection with the extension, renewal or
refinancing of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal
or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness
being extended, renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payments of custom duties in connection with the importation of goods, (vii) Liens securing Indebtedness in respect
of the financing of insurance premiums in a manner consistent with past practice, and (viii) Liens arising from judgments, decrees
or attachments in circumstances not constituting an Event of Default under Section 4(a)(xii).


 


(ccc)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(ddd)
“Price Failure” means, with respect to a particular date of determination, if either (I) the VWAP of the Common
Stock on each Trading Day during the five (5) Trading Day period ending on the Trading Day immediately preceding such date of
determination or (II) the VWAP of the Common Stock on at least sixteen (16) Trading Days during the twenty (20) Trading Day period
ending on the Trading Day immediately preceding such date of determination, in either case, fails to exceed $0.50 (as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription
Date) (the “Price Failure Measurement Price”). All such determinations to be appropriately adjusted for any
stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.


 


(eee)
“Principal Market” means the Nasdaq Capital Market.


 


(fff)
“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Installment Notices
with respect to any Installment Redemption, the Optional Redemption Notices [INSERT IN SERIES B NOTE ONLY: , the Company Optional
Redemption Notices] and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”


 




    	56



    	 



    

 


(ggg)
“Redemption Premium” means 132.5%.


 


(hhh)
“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption
Prices, the Optional Redemption Prices [INSERT IN SERIES B NOTE ONLY:, the Company Optional Redemption Price] and the Installment
Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


 


(iii)
“Registration Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date,
by and among the Company and the initial holders of the Notes relating to, among other things, the registration of the resale
of the Common Stock issuable upon on conversion of (or other issuance of securities with respect to) the Notes, as may be amended
from time to time.


 


(jjj)
[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTE ONLY: “Restricted OID” means
the original issue discount of $350,000 (approximately $0.11 per each $1.00 of Restricted Principal hereunder) included in the
Principal hereunder as of the initial Issuance Date, subject to reduction as provided herein, including, without limitation, pursuant
to Investor Prepayments, Maturity Netting and/or Investor Netting Rights.]


 


(kkk)
[INSERT IN SERIES A NOTE ONLY: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTE ONLY: “Restricted Principal”
means, initially $3,150,000 of Principal hereunder, subject to reduction as provided herein, including, without limitation, pursuant
to Investor Prepayments, Maturity Netting and/or Investor Netting Rights.]


 


(lll)
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(mmm)
“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription
Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be
amended from time to time.


 


(nnn)
“Security Agreement” shall have the meaning as set forth in the Securities Purchase Agreement.


 


(ooo)
“Series A Notes” shall have the meaning as set forth in the Securities Purchase Agreement.


 


(ppp)
“Series B Notes” shall have the meaning set forth as set forth in the Securities Purchase Agreement.


 


(qqq)
“Subscription Date” means November 3, 2019.


 


(rrr)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 




    	57



    	 



    

 


(sss)
“Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries,
and each of the foregoing, individually, a “Subsidiary.”


 


(ttt)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(uuu)
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during
the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations
relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(vvv)
[INSERT IN SERIES A NOTE: [INTENTIONALLY OMITTED]][INSERT IN SERIES B NOTE ONLY: “Unrestricted Principal” means
any Principal outstanding under this Note that is not Restricted Principal or Restricted OID outstanding under this Note.]


 


(www)
“Volume Failure” means, with respect to a particular date of determination, if either (x) the aggregate daily
dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on each Trading Day during the five
(5) Trading Day period ending on the Trading Day immediately preceding such date of determination or (y) the aggregate daily dollar
trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on at least sixteen (16) Trading Days during
the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period, the
“Volume Failure Measuring Period”), in either case, is less than $350,000 (as adjusted for any stock splits,
stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All
such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during such Volume Failure Measuring Period.


 




    	58



    	 



    

 


(xxx)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of
the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets
LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder
are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures
in Section 25. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.


 


34.
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, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day of such receipt or prior to
(or simultaneous with) such delivery, as applicable, publicly disclose such material, non-public 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 any of 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, non-public information relating to the Company or any of its Subsidiaries. If the Company or any of
its Subsidiaries provides material non-public information to the Holder that is not filed as required under the Transaction Documents
in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company hereby
covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any
of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not
to trade on the basis of, such material non-public information. Nothing contained in this Section 34 shall limit or modify any
obligations of the Company, or any rights of the Holder, under Section 4(m) of the Securities Purchase Agreement or any other
provision of the Securities Purchase Agreement that relate to disclosure of material, non-public information of the Company.


 


[signature
page follows]


 




    	59



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	PAVMED
    INC.
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 


 


Senior
Convertible Note - Signature Page


 




    	 



    	 



    

 


EXHIBIT
I





PAVMED
INC.

CONVERSION NOTICE


 


Reference
is made to the [Series A][Series B] Senior Secured Convertible Note (the “Note”) issued to the undersigned
by PAVmed Inc., a Delaware corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned
hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock,
$0.001 par value per share (the “Common Stock”), of the Company, as of the date specified below. Capitalized
terms not defined herein shall have the meaning as set forth in the Note.


 


	 	Date
    of Conversion:	 
	 	 	 
	 	Aggregate
    Principal to be converted:	 
	 	 	 
	 	Aggregate
    accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and
    such Aggregate Interest to be converted:	 
	 	 	 
	 	AGGREGATE
    CONVERSION AMOUNT TO BE CONVERTED:	 


 


	Please
    confirm the following information:


 


	 	Conversion
    Price:	 
	 	Number
    of shares of Common Stock to be issued:	 


 


	Installment
    Amount(s) to be reduced (and corresponding Installment Date(s)) and amount of reduction:	 






 


[INSERT
IN SERIES B NOTES ONLY: [  ] Check here if all or any portion of the aggregate Principal being converted includes any
Restricted Principal and/or Restricted OID.


 


Please
specify the amount of Restricted Principal (if any) being converted:_______________.


 


Please
specify the amount of Restricted OID (if any) being converted: ________________.


 


	[  ]	If this Conversion
    Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate
    Conversion Price:____________




 






    	 



    	 



    

 


	[  ]	If this Conversion
    Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use _________ as the Installment
    Conversion Price (as applicable) related to the following Installment Date:____________




 


Please
issue the Common Stock into which the Note is being converted to Holder, or for its benefit, as follows:


 


	 	[  ]	Check here if requesting
    delivery as a certificate to the following name and to the following address:




 


	 	Issue
    to:	  
	 	 	 
	 	 	 




 


		[  ]	Check here if requesting delivery by Deposit/Withdrawal
    at Custodian as follows: 




 





	 	DTC
    Participant:	  
	 	 	 
	 	DTC
    Number:	 
	 	 	 
	 	Account
    Number:	 


 


	Date:
                                         _____________ __, ____

         

        _______________________

        

        Name of Registered Holder
	 


 


	By:

        
	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Tax
    ID:	 	 
	 	 	 
	Facsimile:	 	 
	 	 	 
	E-mail
    Address:	 


 




    	 



    	 



    

 


Exhibit
II


 


ACKNOWLEDGMENT


 


The
Company hereby (a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock
[are][are not] eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and
delivery to the Company of a customary 144 representation letter) or (ii) an effective and available registration statement and
(c) hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer
Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	PAVMED
    INC.
	 	By:	     
	 	Name:	 
	 	Title: