Exhibit 4.2


 


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
OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE
TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 19(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), ALAN FINE, 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). ALAN FINE MAY BE REACHED AT TELEPHONE NUMBER (303) 222-8300.


 


Real
Goods Solar, Inc.


 


Series
B Senior Secured Convertible Note


 


	Issuance Date:  April 9, 2018  (the “Issuance Date”)	Original Principal Amount: U.S.  $[PRINCIPAL]


 


FOR VALUE RECEIVED,
Real Goods Solar, Inc., a Colorado corporation (the “Company”), hereby promises to pay to the order of [BUYER]
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, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if
an Event of Default (as defined below) has occurred and is continuing, to pay interest (“Interest”) on any outstanding
Principal at the applicable Default Rate (as defined below) from the Issuance Date until the same becomes due and payable, whether
upon the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
This Series B Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement
hereof, this “Note”) is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities
Purchase Agreement, dated as of March 30, 2018 (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 Senior Convertible Notes and Series B Senior Secured Convertible Notes issued pursuant to the Securities
Purchase Agreement, collectively, the “Other Notes”). Certain capitalized terms used herein are defined in Section
32.


 




     


     


    

 


1.            PAYMENTS
OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest, any Additional Amount and accrued and unpaid Late Charges (as defined in Section 25(c)) on such Principal,
Interest and Additional Amount, except that any Restricted Principal 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, Additional Amount or accrued and
unpaid Late Charges on Principal, Interest and Additional Amount, if any.


 


(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.


 


(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, on a dollar-for-dollar basis,
in an amount equal to the aggregate amount of cash paid in such Investor Prepayment. Notwithstanding anything herein to the contrary,
the shares of Common Stock issuable upon conversion of Restricted Principal 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 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 irrevocably 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.


 




    	 	2	 



     


    

 


(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 of this Note shall be automatically cancelled (with the remaining 25%
of the Restricted Principal 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.


 


(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 Colorado
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.


 




    	 	3	 



     


    

 


(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 and
Additional Amount hereunder and under any other Series B Notes held by such Holder, Second, all accrued and unpaid Late
Charges on any Principal, Interest and Additional Amount 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) 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 hereunder, in each case, allocated
pro rata among this Note and such other Series B Notes held by such Holder.


 


2.          DEFAULT
INTEREST; DEFAULT RATE. No Interest shall accrue hereunder unless and until an Event of Default (as defined below) has occurred.
From and after the occurrence and during the continuance of any Event of Default, Interest shall accrue hereunder at eighteen percent
(18.0%) per annum (the “Default Rate”) 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 the first Trading Day of each such calendar month
in which Interest accrues hereunder (each, an “Interest Date”). Accrued and unpaid Interest, if any, shall also
be payable by way of inclusion of such Interest in the Conversion Amount (as defined below) on each Conversion Date (as defined
below) in accordance with Section 3(b)(i) or upon any redemption in accordance with Section 12 or any required payment upon any
Bankruptcy Event of Default (as defined in Section 4(a) below). 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)), Interest shall cease to accrue hereunder as of the calendar day immediately following
the date of such cure; provided that the Interest as calculated and unpaid 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. Notwithstanding the foregoing, in addition to any Interest that may accrue hereunder from
time to time pursuant to this Section 2, with respect to any given time of determination, an additional amount of interest equal
to the Additional Amount as of such time of determination, if any, shall be outstanding hereunder in accordance with the terms
of this Note.


 


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.


 




    	 	4	 



     


    

 


(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 of the Company (the “Transfer Agent”)) 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 (w) the portion of the Principal to be converted, redeemed or otherwise with respect to which
this determination is being made, (x) all accrued and unpaid Interest with respect to such portion of the Principal amount (y)
the Additional Amount, if any, and (z) accrued and unpaid Late Charges with respect to such portion of such Principal, such Interest
and Additional Amount, if any.


 


(ii)         “Conversion
Price” means, as of any Conversion Date or other date of determination, $1.26, subject to adjustment as provided herein.


 


(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 11:59 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 19(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall
transmit by facsimile or electronic mail the transfer agent instructions and representation as to whether such shares of Common
Stock may then be resold pursuant to (A) an effective and available registration statement, (B) Rule 144 (as defined in the Securities
Purchase Agreement) if the Holder indicates on the applicable Conversion Notice that the shares of Common Stock issuable in connection
with such Conversion Notice are being resold either (x) prior to, (y) contemporaneously with, or (z) within ten (10) Trading Days
after, as applicable, the date of the applicable Conversion Notice by the Holder, or (C) Rule 144 without having to comply with
the information requirements under Rule 144(c)(1) (each, a “Permitted Securities Transaction”), in the form
attached hereto as Exhibit II, to the Holder and the Transfer Agent which shall instruct 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 Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer
Program, with respect to the shares of Common Stock included in the Conversion Notice that may then be resold by the Holder pursuant
to a Permitted Securities Transaction, 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
with respect to the shares of Common Stock included in the Conversion Notice that may not then be resold by the Holder pursuant
to a Permitted Securities Transaction, 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 19(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, 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.


 




    	 	5	 



     


    

 


    (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) (A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program
or such applicable shares of Common Stock may not then be resold by the Holder pursuant a Permitted Securities Transaction 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 (B) if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and such applicable
shares of Common Stock may then be resold by the Holder pursuant to a Permitted Securities Transaction, 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 1.25% 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 or such applicable shares of Common Stock may not then be resold by the Holder pursuant a Permitted Securities Transaction,
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, and such applicable shares of Common Stock may then be resold by the Holder pursuant to a Permitted Securities Transaction,
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. Notwithstanding anything herein to the contrary, with respect to any given
Notice Failure and/or Conversion Failure, this Section 3(c)(ii) shall not apply to the Holder to the extent the Company has already
paid such amounts in full to such Holder with respect to such Notice Failure and/or Conversion Failure, as applicable, pursuant
to the analogous sections of the Securities Purchase Agreement.


 




    	 	6	 



     


    

 


(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 and Restricted Principal 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 19, 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, Additional Amount and Late Charges converted and/or paid (as the case may be)
or Restricted Principal becoming unrestricted and the dates of such conversions, 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, Additional Amount
and Late Charges converted and/or paid (as the case may be) or Restricted Principal becoming unrestricted and the dates of such
conversions, 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 24.


 




    	 	7	 



     


    

 


(d)          Limitations
on Conversions. 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%/9.99%] (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, including, without limitation, the 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). For purposes of this Section
3(d), 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), 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) 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) 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.


 




    	 	8	 



     


    

 


(e)          Right
of Alternate Conversion.


 


(i)          General.


 


(1)         Alternate
Conversion Upon an Event of Default. At any time at any time after the later of (x) the Stockholder Approval Date (as defined
in the Securities Purchase Agreement) and (y) the occurrence of an 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, each, an “Alternate Conversion Amount”) into shares of Common Stock at the Alternate Conversion
Price.


 


(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. 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).


 


(f)          Mandatory
Conversion.


 


(i)          General.
If at any time (x) the VWAP of the Common Stock listed on the Principal Market exceeds 200% of the Conversion Price (the “Mandatory
Conversion Minimum Price”) for ten (10) consecutive Trading Days (each, a “Mandatory Conversion Measuring Period”),
and (y) no Equity Conditions Failure then exists, the Company shall have the right to require the Holder to convert all, or any
part, of the Conversion Amount of this Note, as designated in the Mandatory Conversion Notice (as defined below) into fully paid,
validly issued and nonassessable shares of Common Stock in accordance with Section 3(c) hereof at the Conversion Rate as of
the Mandatory Conversion Date (as defined below) (a “Mandatory Conversion”); provided, however, that the Company
may not effect a Mandatory Conversion under this Section in excess of the Holder Pro Rata Amount of the applicable Mandatory Conversion
Volume Limitation. The Company may exercise its right to require conversion under this Section 3(f) by delivering within two (2)
Trading Days following the end of such Mandatory Conversion Measuring Period a written notice thereof by facsimile and overnight
courier to all, but not less than all, of the holders of Notes and the Transfer Agent (the “Mandatory Conversion Notice”
and the date all of the holders received such notice by facsimile is referred to as the “Mandatory Conversion Notice Date”).
The Mandatory Conversion Notice shall be irrevocable. The Mandatory Conversion Notice shall state (i) the Trading Day selected
for the Mandatory Conversion in accordance with this Section 3(f), which Trading Day shall be no less than fifteen (15) Trading
Days and no more than thirty (30) Trading Days following the Mandatory Conversion Notice Date (the “Mandatory Conversion
Date”), (ii) the aggregate Conversion Amount, of the Notes (not in excess of the Holder Pro Rata Amount of the Mandatory
Conversion Volume Limitation) subject to mandatory conversion from the Holder and all of the holders of the Notes pursuant to this
Section 3(f) (and analogous provisions under the Other Notes)(the “Mandatory Conversion Amount”), (iii)
the number of shares of Common Stock to be issued to the Holder on the Mandatory Conversion Date and (iv) that there has been no
Equity Conditions Failure. Notwithstanding anything herein to the contrary, (i) if the Closing Sale Price of the Common Stock listed
on the Principal Market fails to exceed the Mandatory Conversion Minimum Price for each Trading Day commencing on the Mandatory
Conversion Notice Date and ending and including the Trading Day immediately prior to the applicable Mandatory Conversion Date (a
“Mandatory Conversion Price Failure”) or an Equity Conditions Failure occurs at any time prior to the Mandatory
Conversion Date, (A) the Company shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the
applicable Equity Conditions Failure and/or Mandatory Conversion Price Failure, as applicable, the Mandatory Conversion shall be
cancelled and the applicable Mandatory Conversion Notice shall be null and void and (ii) at any time prior to the date all of the
shares of Common Stock to be delivered to the Holder (or its designee) in such Mandatory Conversion have been delivered in full
in compliance with Section 3(c) above. the Mandatory Conversion Amount may be converted, in whole or in part, by the Holders into
shares of Common Stock pursuant to Section 3 (including, without limitation, Section 3(e)). Notwithstanding the foregoing, any
Conversion Amount subject to a Mandatory Conversion may be converted by the Holder hereunder prior to the applicable Mandatory
Conversion Date and such aggregate Conversion Amount converted hereunder on or after the Mandatory Conversion Notice Date and prior
to such Mandatory Conversion Date shall reduce the Mandatory Conversion Amount to be converted on such Mandatory Conversion Date.
For the avoidance of doubt, the Company shall have no right to effect a Mandatory Conversion 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.


 




    	 	9	 



     


    

 


(ii)         Pro
Rata Conversion Requirement. If the Company elects to cause a Mandatory Conversion of this Note pursuant to Section 3(f), then
it must simultaneously take the same action with respect to all of the Other Notes.


 


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 five (5) 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 the applicable Required Registration Amount (as defined
in the Registration Rights Agreement) (after giving effect to any adjustments pursuant to Section 2(d) and/or Section 2(f), as
applicable, of the Registration Rights Agreement) 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 days or for
more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the
Registration Rights Agreement));


 




    	 	10	 



     


    

 


(iii)        the
suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Board or Market
for a period of five (5) consecutive Trading Days;


 


(iv)        the
Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the
required number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as
the case may be) or (B) notice, written or oral, to any holder of the Notes or Warrants, 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), or a request for exercise of any Warrants for shares of Common Stock in accordance with the provisions
of the Warrants;


 


(v)         except
to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive
day that the Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than (A) 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), and (B) the number of shares of Common Stock that
the Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without regard to any limitations
on exercise set forth in the Warrants);


 


(vi)        the
Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Additional Amount, 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, except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such
failure remains uncured for a period of at least two (2) Trading Days;


 




    	 	11	 



     


    

 


(vii)       the
Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion
or exercise (as the case may be) 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 five
(5) days;


 


(viii)      the
occurrence of any default 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;


 


(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;


 




    	 	12	 



     


    

 


(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;


 


(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 breach
or violation permits the other party thereto to declare a 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 the representations or warranties subject to material adverse effect on materiality
limitation, 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 two (2) consecutive Trading Days;


 


(xv)       a
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;


 




    	 	13	 



     


    

 


(xvi)      any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 14 of this Note;


 


(xvii)     any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xviii)    any
material provision of any Transaction Document 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 in any material respect, 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;


 


(xix)       this
Note 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 hereunder in favor of
the Holder or any material provision of this Note 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 in any material respect,
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; or


 


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


 




    	 	14	 



     


    

 


(b)          Notice
of an Event of Default: 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 of becoming aware of such Event of Default 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 product of (1) the Redemption Premium multiplied by (2) 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”) (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 “Event of Default Restricted
Principal Amount”), such Event of Default Redemption Price shall be reduced, on a dollar-for-dollar basis, by such 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 12. 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 3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon)
is satisfied 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, the amount of Restricted Principal redeemed, if any, shall be set forth in the applicable
Event of Default Redemption Notice. 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.


 




    	 	15	 



     


    

 


(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, Additional Amount and accrued and unpaid Late Charges on such Principal, Interest and Additional Amount, 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, 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 and, if applicable, a restricted principal equal in amount to the Restricted Principal then outstanding hereunder,
respectively, held by such holder, having similar conversion rights as the Notes and having similar ranking and security to the
Notes, 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 16, 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 Holder may elect,
at its 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.


 




    	 	16	 



     


    

 


(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 the later of twenty
(20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice,
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(b) 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”) (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 “Change of Control Restricted Principal Amount”), such Change
of Control Redemption Price shall be reduced, on a dollar-for-dollar basis, by such 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(b) shall be made in accordance
with the provisions of Section 12 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(b), 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 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 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 Alternate 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 (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 such time or times,
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 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).


 


(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 Issuance of Common Stock. If and whenever on or after the Subscription Date the Company issues or
sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including the issuance
or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued
or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less
than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such
Conversion Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive
Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an
amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted
Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable:


 


(i)          Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of
Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
the granting or sale of such Option for such price per share. For purposes of this Section 7(a)(i), the “lowest price per
share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise
or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof
and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable
assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any
Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the sum
of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock
upon the granting or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration
consisting of cash, debt forgiveness, assets or any other property received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made
upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options or otherwise
pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.


 




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(ii)         Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this Section 7(a)(ii), the “lowest price per share for which one share of Common Stock is
at any time issuable (or may become issuable assuming all possible market conditions) upon the conversion, exercise or exchange
thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or
sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to
the terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock
is issuable upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Convertible Security (or any other Person) with respect to any one share of Common Stock
upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable consisting
of cash, debt forgiveness, assets or other property by, or benefit conferred on, the holder of such Convertible Security (or any
other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance
of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the
terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment
of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), except as contemplated below,
no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.


 


(iii)        Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other
than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b)
below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which
would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase
price, additional consideration or increased or decreased conversion rate (as the case may be) at the time initially granted, issued
or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of
the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed
to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such
adjustment would result in an increase of the Conversion Price then in effect.


 




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(iv)        Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the
issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”,
and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, (or
one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at
least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated
under the same plan of financing) the aggregate consideration per share of Common Stock with respect to such Primary Security shall
be deemed to be equal to the lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible
Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion
of the Primary Security in accordance with Section 7(a)(i) or 7(a)(ii) above and (z) the lowest VWAP of the Common Stock of any
Trading Day during the five (5) Trading Day period commencing on and including the later of (I) the Trading Day immediately following
the public announcement of such Dilutive Issuance and (II) solely if such Primary Security and Secondary Security are issued in
a private placement by the Company, the Trading Day any shares of Common Stock issuable upon conversion, exercise or exchange of
such Primary Security, Secondary Security and/or Unit, as applicable, is initially able to be resold by a non-affiliate of the
Company pursuant to Rule 144 of the 1933 Act (or, if earlier, the effective date of a registration statement registering for resale
any shares of Common Stock issuable upon conversion, exercise or exchange of such Primary Security, Secondary Security and/or Unit).
If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any
shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of
such consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the
arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt.
If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock,
Options or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded
securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10)
days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration
will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding
upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 




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(v)         Record
Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for
or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the
issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be).


 


(b)          Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 16
or Section 7(a), 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 4(c) or Section 7(a), 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(b) shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(b) 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.


 


(c)          Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 7, 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 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.


 




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(d)          Stock
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock
split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock
Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market
Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(a) above), then on the
sixteenth (16th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect
on such sixteenth (16th) Trading Day (after giving effect to the adjustment in Section 7(a) above) shall be reduced
(but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding
sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made.


 


(e)          Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting
of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors
shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the
Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined
pursuant to this Section 7(e), provided further that if the Holder does not accept such adjustments as appropriately protecting
its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good
faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination
shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 




    	 	23	 



     


    

 


(f)          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.


 


(g)          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.


 


(h)          Adjustment
Date Reset. No later than the first Trading Day after the occurrence of each of (i) the later of (x) the Stockholder Approval
Date (as defined in the Securities Purchase Agreement) and (y) the effective date of a registration statement registering for resale
by the Holder of less than all of the shares of Common Stock issued upon conversion of the Notes and Warrants held by the Holder,
(ii) the later of (x) the Stockholder Approval Date and (y) the Applicable Date (as defined in the Securities Purchase Agreement)
and (iii) the Stockholder Approval Date (each, an “Adjustment Date Event”), the Company shall notify the Holder
in writing of the occurrence of such Adjustment Date Event (each, an “Adjustment Date Event Notice”). With respect
to any given Adjustment Date Event, on the tenth (10th) Trading Day immediately following the later of (x) the Company’s
delivery of the applicable Adjustment Date Event Notice to the Holder with respect to such Adjustment Date Event (or, if the Company
fails to provide such Adjustment Date Event Notice to the Holder, upon the Holder’s delivery of written notice to the Company
that the Holder has become aware of the occurrence of such Adjustment Date Event) and (y) the date of occurrence of such Adjustment
Date Event (such later date, each an “Adjustment Date”), if the Conversion Price then in effect is greater than
the Adjusted Conversion Price, on the applicable Adjustment Date the Conversion Price shall automatically adjust to the Adjusted
Conversion Price.


 


(i)          Conversion
Floor Price. No adjustment pursuant to this Section 7 shall cause the Conversion Price to be less than $1.26 (as adjusted for
any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Securities
Purchase Agreement) (the “Exercise Floor Price”). Notwithstanding the foregoing, nothing contained in this Section
7(i) shall apply after Stockholder Approval (as defined in the Securities Purchase Agreement) is obtained and any adjustments hereunder
that, but for this Section 7(i), would have occurred prior to the Stockholder Approval Date, shall occur on the Stockholder Approval
Date.


 




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8.            REDEMPTIONS
AT THE COMPANY’S ELECTION.


 


(a)          Company
Optional Redemption. At any time after the later of (x) fifteen (15) calendar days after the Applicable Date (as defined in
the Securities Purchase Agreement) and (y) the date no Equity Conditions Failure exists, the Company shall have the right to redeem
all, but not less than all, of the Conversion Amount then remaining under this Note (the “Company Optional Redemption
Amount”) on the Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”).
The portion of this Note subject to redemption pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price
(the “Company Optional Redemption Price”) equal to (A) if on or prior to October 9, 2018, 120% or (B) if after
October 9, 2018, 125%, in each case, of the greater of (i) the Conversion Amount being redeemed as of the Company Optional Redemption
Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional
Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior
to the date the Company makes the entire payment required to be made under this Section 8(a) (except, solely if any Restricted
Principal is included in such Conversion Amount subject to redemption pursuant to the applicable Company Optional Redemption (such
amount of Restricted Principal, the “Company Optional Redemption Restricted Principal Amount”), such Company
Optional Redemption Price shall be reduced, on a dollar-for-dollar basis, by such Company Optional Redemption Restricted Principal
Amount and such Company Optional Redemption Restricted Principal Amount shall be automatically satisfied on such Redemption Date
by Redemption Netting with respect thereto). The Company may exercise its right to require redemption under this Section 8(a) 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 twenty (20) Trading Days nor more than one hundred (100) Trading
Days following the Company Optional Redemption Notice Date, (y) certify that there has been no Equity Conditions Failure and (z)
state the aggregate Conversion Amount of the 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 8(a) (and analogous provisions under the Other Notes) on the
Company Optional Redemption Date. Notwithstanding anything herein to the contrary, (i) if no Equity Conditions Failure has occurred
as of the Company Optional Redemption Notice Date but an Equity Conditions Failure occurs at any time prior to the Company Optional
Redemption 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 Company Optional Redemption shall be cancelled and the applicable Company Optional Redemption
Notice shall be null and void, and (ii) at any time prior to the date the Company Optional Redemption Price is paid, in full, the
Company Optional Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to
Section 3. 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 8(a) shall be made in accordance with Section 12. In the event of the Company’s redemption of any portion
of this Note under this Section 8, 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 8 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. For the avoidance of
doubt, 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
8(a), then it must simultaneously take the same action with respect to all of the Other Notes.


 


9.            HOLDER’S
RIGHT OF OPTIONAL REDEMPTION. After the initial Issuance Date, if the Company consummates a Subsequent Placement (as defined
in the Securities Purchase Agreement) (other than any Excluded Optional Redemption Issuances), the Holder shall have the right,
with respect to each such Subsequent Placement, in its sole discretion, to require that the Company redeem (an “Optional
Redemption”), in whole or in part, up to such portion of the Conversion Amount of this Note equal to the Optional Redemption
Eligibility Amount with respect to such Subsequent Placement by delivering written notice thereof (each, an “Optional
Redemption Notice”, and the date thereof, each, an “Optional Redemption Notice Date”) to the Company
at any time after the Holder becomes aware of such Subsequent Placement (whether prior to, on or after the consummation thereof).
The Optional Redemption Notice shall indicate (a) the applicable Subsequent Placement, (b) the Conversion Amount (not in excess
of the Optional Redemption Eligibility Amount of the Holder related to such Subsequent Placement) that the Holder is electing to
have redeemed (each, an “Optional Redemption Amount”), (c) the date of such Optional Redemption (the “Optional
Redemption Date”), which shall be on the later of (i) the fifth (5th) Trading Day after the Company’s receipt of
the applicable Optional Redemption Notice and (ii) the Trading Day immediately following the time of consummation of the applicable
Subsequent Placement (or such other date as mutually agreed by the Holder and the Company). The portion of this Note subject to
redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to equal to (x) if on or prior
to October 9, 2018, 120% or (y) if after October 9, 2018, 125%, in each case, of the greater of (i) the Conversion Amount being
redeemed as of the applicable Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion
Amount being redeemed as of the applicable Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Optional Redemption Notice Date and
ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section
9 of the Optional Redemption Amount (except, solely if any Restricted Principal is included in such Conversion Amount subject to
redemption pursuant to the applicable Optional Redemption (such amount of Restricted Principal, the “Optional Redemption
Restricted Principal Amount”), such Optional Redemption Price shall be reduced, on a dollar-for-dollar basis, by such
Optional Redemption Restricted Principal Amount and such Optional Redemption Restricted Principal Amount shall be automatically
satisfied on such Redemption Date by Redemption Netting with respect thereto) (the “Optional Redemption Price”).
Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 12. Notwithstanding anything
to the contrary in this Section 9, 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.


 




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10.         NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles 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. Notwithstanding
anything herein to the contrary, if after the ninety (90) calendar day anniversary of the Issuance Date, the Holder is not permitted
to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company
shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals
as necessary to permit such conversion into shares of Common Stock.


 


11.          RESERVATION
OF AUTHORIZED SHARES.


 


(a)          Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common
Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding (without regard to
any limitations on conversions and assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion
Price then in effect (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.


 




    	 	27	 



     


    

 


(b)          Insufficient
Authorized Shares. If, notwithstanding Section 11(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 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. 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 11(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
11(a) or this Section 11(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 




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12.         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 (each, an “Event of Default
Redemption Date”). 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 (each, a “Change of Control Redemption Date”).
The Company shall deliver the applicable Optional Redemption Price to the Holder in cash on the applicable Optional Redemption
Date. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable 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 19(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. 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 “Redemption Restricted Principal Amount”), such Redemption Price shall
be reduced, on a dollar-for-dollar basis, by such 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 Section 5(b), Section 8 or Section 9 above), Event of Default Netting (if such redemption is pursuant to Section 3(e) without
regard to the occurrence of any Bankruptcy Event of Default) or Bankruptcy Event of Default Netting (if such redemption is pursuant
to Section 3(e) 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 19(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 12, if applicable) minus (2) the Principal portion
of the Conversion Amount submitted for redemption and (z) if after the Stockholder Approval Date (as defined in the Securities
Purchase Agreement), 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 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.


 


13.         VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,
Title 7 of the Colorado Revised Statutes) and as expressly provided in this Note.


 


14.          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 other than Permitted Indebtedness secured by Permitted Liens (except with respect to the Collateral).


 




    	 	30	 



     


    

 


(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) 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. 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.


 


(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 material 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 in the ordinary course of business consistent with its past practice and (ii) sales of inventory
and product in the ordinary course of business.


 


(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 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. 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 in any material respect.


 




    	 	31	 



     


    

 


(i)           Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its
existence, rights and privileges, and become or remain, and cause each of its 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.


 


(j)           Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its material 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 Subsidiaries to comply, at all times with the material provisions
of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any material loss or forfeiture
thereof or thereunder.


 


(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 the 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 with responsible and reputable
insurance companies or associations (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 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 or the Warrants.


 




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(o)          Financial
Covenants; Announcement of Operating Results.


 


(i)          Available
Cash Test. At any time at least $1,000,000 in aggregate principal amount of Notes remains outstanding, the Company’s
Available Cash as of each Fiscal Quarter shall equal or exceed $750,000 (the “Financial Test”).


 


(ii)         Operating
Results Announcement. Commencing with the Fiscal Quarter ending June 30, 2018, the Company shall publicly disclose and disseminate
(such date, the “Announcement Date”) its operating results (the “Operating Results”) (x)
for each of the first three Fiscal Quarters of each Fiscal Year no later than the forty-fifth (45th) day after the end
of such Fiscal Quarter and (y) for the fourth Fiscal Quarter of each Fiscal Year, no later than the ninetieth (90th)
day after the end of such Fiscal Year (including, without limitation, the Company’s Available Cash for such Fiscal Quarter),
and in the event the Company shall have satisfied the Financial Test such announcement shall include a statement to the effect
that the Company is not in breach of the Financial Test for such Fiscal Quarter. 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 Financial Tests for such Fiscal Quarter. If the Company has failed to meet the Financial Test for
such Fiscal Quarter (a “Financial Covenant Failure”), the foregoing written certification that the Company provides
to the Holders shall also state the Financial 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 Operating
Results, the Financial Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.


 


(p)          Independent
Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,
(y) upon the occurrence 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 or be continuing, the Company shall hire an independent,
reputable investment bank selected by the Company and approved by the Holder 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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15.         SECURITY.
This Note is secured to the extent and in the manner set forth in Section 1(f) of this Note.


 


16.         DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other
distributions of its assets (or rights to acquire its assets) to any or 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 Alternate 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 the benefit of the Holder until such time or times, 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) to the same extent as if there had been no such limitation).


 


17.         AMENDING
THE TERMS OF THIS NOTE. The prior written consent of the Holder shall be required for any change, waiver or amendment to this
Note (other than Section 3(d), which may not be amended or waived by the Holder).


 


18.         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.


 




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19.          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 19(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 19(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 19(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 19(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 19(a) or Section 19(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 Additional Amount and Late Charges on the Principal, Interest
and Additional Amount of this Note, from the Issuance Date.


 




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20.          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
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).


 


21.          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.


 


22.          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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23.          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 23
shall permit any waiver of any provision of Section 3(d).


 


24.          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 Alternate Conversion Price,
a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, the Restricted Principal, 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 Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate, the
Restricted Principal or such applicable Redemption Price (as the case may be), at any time after the second (2nd) 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 then the Holder may, with the consent of the Company not to be unreasonably or untimely withheld, select
an independent, reputable investment bank to resolve such dispute.


 


(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 24 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).


 




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(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, 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 24 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 24, (ii) a dispute relating to a Conversion Price includes, without limitation,
disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the
consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed
issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement,
instrument, security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii)
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, (iv) the Holder (and only the Holder), in
its sole discretion, shall have the right to submit any dispute described in this Section 24 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 24 and (v) nothing
in this Section 24 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 24).


 




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25.          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
fifteen (15) 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 (except to the extent such amount is simultaneously accruing Interest at the Default Rate
hereunder) 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”).


 




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


 


27.          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.


 


28.          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
24 above, the Company 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 24. 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.


 


29.          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 29 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:


 




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(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 29(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 29(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.


 


(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.


 


30.          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).


 


31.          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.


 




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32.          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)          “Additional
Amount” means, with respect to any time of determination, such aggregate amount of additional interest outstanding hereunder
equal to the sum of (i) the Additional OID Amount as of such time of determination and (ii) the Additional True-Up Amount as of
such time of determination.


 


(d)          “Additional
OID Amount” means with respect to any time of determination, such aggregate amount of additional interest outstanding
hereunder equal to the difference of (i) 15% of the sum of the aggregate amount of each Investor Prepayment occurring prior to
such time of determination, less (ii) any Additional OID Amount converted into Common Stock or redeemed for cash hereunder prior
to such date of determination.


 


(e)          “Additional
True-Up Amount” means, with respect to any time of determination (each, a “Additional Determination Time”),
such aggregate amount of additional interest outstanding hereunder equal to the difference of (i) the sum of (A) if this Note has
been converted, in whole or in part, on or prior to an Adjustment Date, an aggregate amount equal to the sum of the amount attributable
to each such Conversion Notice, which with respect to any applicable Conversion Notice shall equal to the product of (x) the aggregate
number of shares of Common Stock delivered to the Holder pursuant to such Conversion Notice prior to such Additional Determination
Time (including any shares of Common Stock delivered pursuant to the conversion hereunder of the Additional True-Up Amount attributable
to such Conversion Notice prior to such Additional Determination Time) and (y) the difference of (1) the Conversion Price applicable
to such Conversion Notice (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events)
less (2) the lower of (I) the Conversion Price in effect as of such Additional Determination Time and (II) solely if such Additional
Determination Time occurs during the last five Trading Days in an Adjusted Conversion Measuring Period, the Adjusted Conversion
Price (alternatively calculated using the lowest five (5) Trading Days during the period commencing on the first Trading Day in
such Adjusted Conversion Measuring Period and ending as of the Trading Day immediately prior to such time of determination, mutatis
mutandis) and (B) if any Warrant held by the Holder has been exercised, in whole or in part, on or prior to an Adjustment Date,
an aggregate amount equal to the sum of the amount attributable to each such Exercise Notice (as defined in the Warrants), which
with respect to any applicable Exercise Notice shall equal to the product of (x) the aggregate number of shares of Common Stock
delivered to the Holder pursuant to such Exercise Notice prior to such Additional Determination Time (or, if such Exercise Notice
elected a cashless exercise of such Warrant, such aggregate number of shares of Common Stock that would have been delivered to
the Holder if such Exercise Notice elected a cash exercise of such Warrant) and (y) the difference of (1) the Exercise Price (as
defined in the Warrants) applicable to such Exercise Notice (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations and similar events) less (2) the lower of (I) the Exercise Price in effect as of such Additional Determination
Time and (II) solely if such Additional Determination Time occurs during the last five Trading Days in an Adjusted Conversion Measuring
Period, the Adjusted Exercise Price (alternatively calculated using the lowest five (5) Trading Days during the period commencing
on the first Trading Day in such Adjusted Exercise Measuring Period and ending as of the Trading Day immediately prior to such
time of determination, mutatis mutandis) less (ii) any Additional True-Up Amount converted into Common Stock hereunder or
redeemed for cash, as applicable, prior to such Additional Determination Time.


 




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(f)          
“Adjusted Conversion Price” means, with respect to any given Adjustment Date, the greater of (i) the Floor Price
and (ii) 75% of the quotient determined by dividing (x) the sum of the VWAP of the Common Stock for each of the two (2) lowest
Trading Days during the ten (10) consecutive Trading Day period (the “Adjusted Conversion Measuring Period”)
ending and including the applicable Adjustment Date, divided by (y) two (2). All such determinations pursuant to clause (ii) in
the preceding sentence shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such Adjusted Conversion Measuring Period.


 


(g)          
“Adjustment Right” means any right granted with respect to any securities issued in connection with, or with
respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other than
rights of the type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by the Company
in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment
or other similar rights).


 


(h)          “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.


 


(i)          “Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which shall be the greater of (i) the Floor
Price and (ii) the lower of (A) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable
Alternate Conversion, and (B) 85% 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 twenty (20) consecutive Trading Day period ending
and including the applicable Conversion Date, divided by (II) two (2) (such period, the “Alternate Conversion Measuring
Period”). All such determinations pursuant to clause (ii) in the preceding sentence 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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(j)          
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the
Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock, standard options to purchase
Common Stock and other equity incentive awards may be issued to any employee, officer, director or consultant for services provided
to the Company in their capacity as such.


 


(k)          “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.


 


(l)          “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.


 


(m)        
“Bloomberg” means Bloomberg, L.P.


 


(n)          “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.


 


(o)          “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.


 




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(p)        
“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.


 


(q)          “Change
of Control Redemption Premium” means 125%.


 


(r)          “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 24. All such determinations shall be appropriately
adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during such
period.


 


(s)          “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.


 


(t)          “Common
Stock” means (i) the Company’s shares of common stock, $0.0001 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.


 




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(u)         
“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.


 


(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 Board or Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market,
the Nasdaq Global Market, the Principal Market, the OTCQX or the OTCQB.


 


(x)          “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.


 


(y)          “Equity
Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning thirty
(30) 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
or amount of Restricted Principal subject to an Investor Prepayment, as applicable, in the event requiring this determination at
the Alternate 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
the Notes, other issuance of securities with respect to the Notes and exercise of the Warrants) 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
(30) 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 a reasonable
prospect of delisting occurring 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; (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 or amount of Restricted Principal 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)) 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 without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other
issuance of securities with respect to the Notes and exercise of the Warrants) 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) on each Trading Day during the Equity Conditions Measuring
Period, 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 or amount of Restricted Principal 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)) 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) the Stockholder
Approval Date shall have occurred, (xiv) no bone fide dispute shall exist, by and between any of holder of Notes or Warrants, 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 (xv) the shares of
Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions (or issuable upon conversion of the
Conversion Amount being redeemed or amount of Restricted Principal 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)) are duly authorized and listed and eligible for trading without restriction on an Eligible Market.


 




    	 	46	 



     


    

 


(z)          “Equity
Conditions Failure” means, as applicable, that (i) on any day during the period commencing twenty (20) Trading Days prior
to the applicable Company Optional Redemption Notice Date through the applicable Company Optional Redemption Date, (ii) on any
day during the period commencing twenty (20) Trading Days prior to the applicable Mandatory Conversion Notice Date through the
applicable Mandatory Conversion Date or (iii) any day during the period commencing twenty (20) Trading Days prior to the applicable
Mandatory Prepayment Date (as defined in the Investor Note) through such Mandatory Prepayment Date, or (iv) with respect to any
other date of determination, any day during the period commencing twenty (20) Trading Days prior to such date of determination,
the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(aa)        “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum
of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen
(15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day
after such Stock Combination Event Date, by (y) five (5).


 


(bb)       “Excluded
Securities” means (i) shares of Common Stock or standard options to purchase Common Stock or other incentive equity awards
issued to directors, officers, consultants or employees of the Company for services rendered to the Company in their capacity as
such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares
of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the
aggregate, exceed more than 1,500,000 shares of the Common Stock (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations and similar events) issued and outstanding immediately prior to the Subscription Date and (B) the exercise price
of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none
of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the
Buyers (each, an “Excluded Option Plan Issuance”); (ii) shares of Common Stock issued upon the conversion or
exercise of Convertible Securities or Options (other than standard options to purchase Common Stock or other incentive equity awards
issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided
that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible Security or Options (other
than standard options to purchase Common Stock or other incentive equity awards issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) is made solely pursuant to the conversion, exercise or other method of issuance (as the case may
be) provisions of such Convertible Security or Options (other than standard options to purchase Common Stock or other incentive
equity awards issued pursuant to an Approved Stock Plan that are covered by clause (i) above) that were in effect on the date immediately
prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities or Options (other
than standard options to purchase Common Stock or other incentive equity awards issued pursuant to an Approved Stock Plan that
are covered by clause (i) above) is not lowered (other than automatically pursuant to the terms thereof that were in effect on
the date immediately prior to the date of this Agreement), none of such Convertible Securities or Options (other than standard
options to purchase Common Stock or other incentive equity awards issued pursuant to an Approved Stock Plan that are covered by
clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such
Convertible Securities or Options (other than standard options to purchase Common Stock or other incentive equity awards issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely
affects any of the Buyers; provided that if the Company does not receive any Mandatory Prepayment (as defined in the Holder Investor
Note) on or prior to the Mandatory Prepayment Date (as defined in the Holder Investor Note), the Company may reduce the exercise
price (solely with respect to cash exercises) of Options exercisable into up to 3.2 million shares of Common Stock (as adjusted
for stock splits, stock dividends, stock combinations, recapitalizations and similar events) that are outstanding as of the Subscription
Date; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided,
that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments
pursuant to the terms thereof in effect as of the Subscription Date) (each, an “Excluded SPA Note Issuance”)
and (iv) the shares of Common Stock issuable upon exercise of the Warrants; provided, that the terms of the Warrant are not amended,
modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect
as of the Subscription Date) (each, an “Excluded SPA Warrant Issuance”); (v) the shares of Common Stock issuable
upon exercise of Options issued to the Placement Agent (as defined in the Securities Purchase Agreement) in connection with the
transactions contemplated by the Transaction Documents (as defined in the Securities Purchase Agreement); provided, that the terms
of such Options are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant
to the terms thereof in effect as of the Subscription Date); and (vi) the shares of Common Stock issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company; provided that such securities are
issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith until after the Applicable Date; and provided further that any
such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an
operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. “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.


 




    	 	47	 



     


    

 


(cc)        “Excluded
Optional Redemption Issuances” means any Excluded Option Plan Issuance, any Excluded SPA Note Issuance, any Excluded
SPA Warrant Issuance and the purchase of the Notes and the Warrants pursuant to the Securities Purchase Agreement (as in effect
as of the initial Issuance Date) (including, without limitation, any Investor Prepayment of any Investor Note).


 


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


 


(ee)       
“Floor Price” means $0.194 or such lower price as mutually agreed to by the Company and the Holder (subject
to the prior consent of the Principal Market before the effective date of any such voluntary reduction).


 


(ff)        
“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 or any of its “significant subsidiaries” (as defined in Rule 1-02 of
Regulation S-X) 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.


 




    	 	48	 



     


    

 


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


 


(hh)       “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.


 


(ii)          “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 Notes issued to the initial purchasers
pursuant to the Securities Purchase Agreement on the Closing Date.


 


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


 


(kk)        “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.


 


(ll)          “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.


 


(mm)    
“Investor Prepayment” means any Prepayment (as defined in the Investor Note) of the Investor Note.


 


(nn)      
“Mandatory Conversion Volume Limitation” means 20% of the aggregate dollar trading volume (as reported on Bloomberg)
of the Common Stock on the Principal Market over the twenty (20) consecutive Trading Day period immediately prior to the applicable
Mandatory Conversion Notice Date.


 


(oo)      
“Maturity Date” shall mean April 9, 2019; 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.


 


(pp)       “Optional
Redemption Eligibility Amount” means, with respect to any given Subsequent Placement, the Holder Pro Rata Amount of 37.5%
of the gross proceeds of such Subsequent Placement.


 




    	 	49	 



     


    

 


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


 


(rr)         “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.


 


(ss)        “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule
3(r)(iv) to the Securities Purchase Agreement, as in effect as of the Subscription Date, (iii) Indebtedness secured by Permitted
Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens, and (iv) the Permitted Receivables
and Inventory Indebtedness.


 


(tt)         “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 $150,000, (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 arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 4(a)(xii), (viii) Liens arising pursuant to the Notes; and (viii) Liens on accounts
receivables and/or inventory of the Company and/or its Subsidiaries (excluding any Lien with respect to the Collateral) with respect
to the Permitted Receivables and Inventory Indebtedness.


 




    	 	50	 



     


    

 


(uu)       “Permitted
Receivables and Inventory Indebtedness” means the principal of (and premium, if any), interest on, and all fees and other
amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket
legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto)
payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or
its Subsidiaries with ABL (and on terms and conditions), in form and substance reasonably satisfactory to the Required Holders;
provided, however, that the security for such Indebtedness is limited to accounts receivable and/or inventory of the Company and
its Subsidiaries (but, in any event, excluding the Collateral) and the aggregate outstanding amount of such Indebtedness permitted
hereunder (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Receivables
and Inventory Indebtedness) does not at any time exceed $3 million.


 


(vv)       “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.


 


(ww)    
“Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any
Trading Day during any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such
date of determination fails to exceed $0.6305 (as adjusted for 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 any such measuring
period.


 


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


 


(yy)       “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Optional Redemption Notices, the Company Optional
Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”


 


(zz)         “Redemption
Date” means, as applicable, the Event of Default Redemption Date, the Change of Control Redemption Date, Optional Redemption
Date or Company Optional Redemption Date.


 


(aaa)     
“Redemption Premium” means 125%.


 


(bbb)     “Redemption
Prices” means, collectively, the Event of Default Redemption Prices, the Change of Control Redemption Prices, the Optional
Redemption Prices and the Company Optional Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


 


(ccc)      “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 conversion of the Notes or otherwise pursuant to the terms of the Notes and exercise of the Warrants, as may be amended from
time to time.


 




    	 	51	 



     


    

 


(ddd)     “Restricted
Principal” means, initially $[AMOUNT], subject to reduction as provided herein, including, without limitation, pursuant
to Investor Prepayments, Maturity Netting or Investor Netting Rights.


 


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


 


(fff)        “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.


 


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


 


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


 


(iii)         “Subscription
Date” means March 30, 2018.


 


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


 


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


 


(lll)        
“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.


 


(mmm)   “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.


 




    	 	52	 



     


    

 


(nnn)     “Unrestricted
Principal” means any Principal outstanding under this Note that is not Restricted Principal outstanding under this Note.


 


(ooo)     “Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported
on Bloomberg) of the Common Stock on the Principal Market on any 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”),
is less than $200,000 (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.


 


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


 


(qqq)     “Warrants”
has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include all warrants issued in exchange therefor
or replacement thereof.


 




    	 	53	 



     


    

 


33.          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 simultaneously filed 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 33 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i)
of the Securities Purchase Agreement.


 


[signature page follows]


 




    	 	54	 



     


    

 


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


 


	 	REAL GOODS SOLAR, INC.
	 	 
	 	By:	/s/ Dennis Lacey
	 	 	Name: Dennis Lacey
	 	 	Title: Chief Executive Officer


 


Senior Secured Convertible Note - Signature
Page


 




     


     


    

 


EXHIBIT
I






REAL GOODS SOLAR, INC.

CONVERSION NOTICE


 


Reference is made to
the Series B Senior Secured Convertible Note (the “Note”) issued to the undersigned by Real Goods Solar, Inc.,
a Colorado 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, $0.0001
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 Additional Amount (if any): 	 


 


	AGGREGATE CONVERSION AMOUNT

 TO BE CONVERTED:	 


 


	Please confirm the following information:


 


	Conversion Price:	 


 


	Number of shares of Common Stock to be issued (the “Shares”):	 


 


 ̈            Check
here if all or any portion of the aggregate Principal being converted includes any Restricted Principal. Please specify the amount
Restricted Principal 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:____________


 


 ̈            Check
here if the Shares to be issued are being resold (or have been resold) in reliance on the exemption from registration provided
by Rule 144 either (x) prior to, (y) contemporaneously with or (z) no later than ten (10) Trading Days after, as applicable, the
date of this Conversion Notice


 




     


     


    

 


Notwithstanding anything to the contrary
contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion
Notice that after giving effect to the Conversion provided for in this Conversion Notice, such Holder (together with its Attribution
Parties) will not have beneficial ownership (together with the beneficial ownership of such Person’s Attribution Parties)
of a number of shares Common Stock which exceeds the Maximum Percentage (as defined in the Note) of the total outstanding shares
of Common Stock of the Company as determined pursuant to the provisions of Section 3(d) of the Note.


 


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


 


TRANSFER AGENT INSTRUCTIONS


 


REAL GOODS SOLAR, INC.


 


_________ __, 20__


 


Computershare Trust Company, N.A.


8742 Lucent Blvd. Suite 225


Highlands Ranch, CO 80129


Telephone: (303) 262-0684


Facsimile: (303) 262-0609


 


		Re:	Order to Issue Common Stock of Real Goods Solar, Inc.



 


Ladies and Gentlemen:


 


Reference is made to (A) the Securities
Purchase Agreement, dated as of March 30, 2018, as amended, by and among Real Goods Solar, Inc., a Colorado corporation (the “Company”),
and the investors who are parties thereto, pursuant to which the Company is issuing to the purchasers (collectively, the “Holders”)
(i) senior convertible notes (the “Unsecured Notes”), which are convertible into shares of the Company’s
Class A Common Stock, par value $0.0001 per share (the “Common Stock”), (ii) senior secured convertible notes
(together with the Unsecured Notes, collectively, the “Notes”), which are convertible into shares of the Common
Stock, and (iii) Series Q Warrants to purchase shares of the Common Stock (the “Warrants”); (B) the related
Transfer Agent Instructions, dated as of April 9, 2018 (the “April 2018 Instruction”); (C) the conversion
notice attached hereto (the “Conversion Notice”); and (D) the attached copy of a written instruction from the
general counsel of the Company (or its outside legal counsel) that (1) a registration statement covering the resale of the shares
of the Common Stock, subject to this letter, has been declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “1933 Act”), (2) the Holders may transfer such shares of the Common Stock under
Rule 144 promulgated under the 1933 Act (“Rule 144”), or (3) the Holders may transfer such shares of the Common
Stock under Rule 144, without having to comply with the information requirements under Rule 144(c)(1).


 


This instruction letter shall serve as
our authorization and direction to you to issue:


 


		·	to the recipient identified under “Issue to” in the applicable Conversion Notice,



		·	in book-entry form,



		·	such number of shares of the Common Stock as set forth under “Number of shares of the Common
Stock to be issued” in the Conversion Notice,



		·	out of the Transfer Agent Reserve (as defined in the April 2018 Instruction), and



		·	by crediting the designated recipient’s balance account with the Depository Trust Company,
identified in the Conversion Notice under “DTC Participant,” “DTC Number,” and “Account Number,”
through its Deposit Withdrawal at Custodian system.



 


[Signature Page Follows]


 




     


     


    

 


Should you have any
questions concerning this matter, please contact me at (303) 222-8372.


 


	 	Very truly yours,
	 	 
	 	REAL GOODS SOLAR, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


[Note to Exhibit 4.2 to Current Report
on Form 8-K]


 


On April 9, 2018, the Company issued substantially
identical but separate Series B Senior Secured Convertible Notes in the form of the preceding Series B Senior Secured Convertible
Note to each of the following buyers and with the terms described below:


 


	[BUYER]	 	[PRINCIPAL]	 	 	[RESTRICTED

 PRINCIPAL]	 	 	[MAXIMUM

 PERCENTAGE]	 
	Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B	 	$	3,500,000	 	 	$	3,500,000	 	 	 	4.99%	 
	Hudson Bay Master Fund LTD	 	$	1,500,000	 	 	$	1,500,000	 	 	 	9.99%