Exhibit 10.5


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE I IAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION DR TI IE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACE OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


Original Issue Date: May 8, 2015


 


Principal Amount:


 


Original Conversion Price (subject to adjustment herein):
$13.76


 


SECURED CONVERTIBLE NOTE

DUE NOVEMBER 8, 2016


 


THIS CONVERTIBLE NOTE
is one of a series of duly authorized and validly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the
“Borrower”), having its principal place of business at 15W155 81” Street, Burr Ridge, IL 60527, Fax:
(630) 325-4179, due November 8, 2016 (this note, the “Note” and, collectively with the other notes of
such series, the “Notes”).


 


FOR VALUE RECEIVED,
Borrower promises to pay to [________], or its registered assigns (the “Holder”), 16 Boxwood Lane,
Lawrence, New York 11559, or shall have paid pursuant to the terms hereunder, the principal sum of [________]on November 8, 2016 (the “Maturity Date”) or such earlier date as this Note is required or permitted
to be repaid as provided hereunder, and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note in accordance with the provisions hereof.


 


The Holder of this Note has been granted
a security interest in assets of Borrower.


 


This Note is subject to the following additional
provisions:


 


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


 




     


     


    

  


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


 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof; (b) there is commenced against Borrower or any
Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof
makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof; by
any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any
corporate or other action for the purpose of effecting any of the foregoing.


 


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


 


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


 


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


 


“Change
of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued together
with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting
securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates
with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower sells or
transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at
one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by
a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who
are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority
of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement
to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


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


 


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


  


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


 


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


 






     


     


    

 


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


 


“Effective
Date” means the earliest of the date that (a) a registration statement has been declared effective by the Commission
registering for public resale by the holders thereof, of a:1 of the Underlying Shares, or (b) all of the Underlying Shares have
been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Borrower to be in compliance
with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions and Borrower's
counsel has delivered to the Transfer Agent of the Registrable Securities Default a standing written unqualified opinion that resales
may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance
reasonably acceptable to such holders.


 


“Equity
Conditions” means, during the period in question, (a) Borrower shall have duly honored all conversions scheduled to occur
or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required,
if any, (b) Borrower shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of this
Note and the other Transaction Documents, (c) from an after the occurrence of a Going Public Event, (i) there is an effective registration
statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Underlying Shares
(and Borrower believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), or (ii)
all of the Underlying Shares (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without
volume or manner-of-sale restrictions or current public information requirements as confirmed by counsel to Borrower in a written
opinion letter to such effect, addressed and acceptable to the Borrower's Transfer Agent and the affected Holders, (d) the Common
Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted
for trading on such Trading Market (and Borrower believes, in good faith, that trading of the Common Stock on a Trading Market
will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise
unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f)
an Event of Default has not occurred, whether or not such Event of Default has been cured, (g) there is no existing event which,
with the passage of time or the giving of notice, would constitute an Event of Default, (h) the issuance of the shares in question
to the applicable Holder would not exceed the Beneficial Ownership Limitation, (i) there has been no public announcement of a pending
or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (j) the applicable Holder
is not in possession of any information provided by Borrower that constitutes, or may constitute, material non-public information.


 


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


 


“Fully-Diluted
Basis” shall mean the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.


  


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


 


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


 


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


 






     


     


    

 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note divided by the
Conversion Price in effect on the date the Mandatory Amount is either (A) demanded (if demand or notice is required to cause an
Event of Default) or otherwise due or (B) paid in full, whichever date has a lower Conversion Price, multiplied by the highest
daily \TWAY from the date the Mandatory Default Amount is demanded or otherwise due and until it is paid in full, or (ii) 125%
of the outstanding principal amount of this Note and (b) all other amounts, costs, expenses and liquidated damages due in respect
of this Note.


 


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


 


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


 


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


 


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


 


“Other
Holders” means holders of Other Notes.


 


“Other
Notes” means Notes nearly identical to this Note issued to other Holders pursuant to the Purchase Agreement.


 


“Permitted
Indebtedness” means (x) any liabilities for borrowed money or amounts owed not in excess of $100,000 in the aggregate
(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company's consolidated
balance sheet (or the notes thereto) not affecting more than $100,000 in the aggregate, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of
any lease payments not in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company
nor any Subsidiary is in default with respect to any Indebtedness.


   


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


 


“Prior
Note Holders” means holders of Prior Notes.


 






     


     


    

 


“Prior
Offering” means the offering by the Borrower of convertible notes and common stock purchase wan-ants on substantially
similar, but not identical terms as this offering for which a closing took place on December 23, 2014 for gross proceeds to the
Borrower of $1,000,000.


 


“Prior
Offering Notes” means convertible notes employed in connection with the Prior Offering.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of April ___, 2015 among Borrower and the original
Holders, as amended, modified or supplemented from time to time in accordance with its terms.


 


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


 


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


 


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


 


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


  


Section 2.          Interest.


 


a)        Interest
in Cash or in Kind. Holders shall be entitled to receive, and Borrower shall pay, cumulative interest on the outstanding principal
amount of this Note compounded monthly at the annual rate of 7% (as subject to increase as set forth in this Note) from the Original
Issue Date through the Maturity Date. Interest shall be payable on the first day of each calendar month commencing June 1, 2015
and on the Maturity Date (each an “Interest Payment Date”) (if any Interest Payment Date is not a Trading Day,
the applicable payment shall be due on the next succeeding Trading Day) in cash or at the election of the Borrower, such interest
may be paid in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, or a combination thereof
(the amount to be paid in shares of Common Stock, the “Interest Share Amount”). The Interest Share Amount will
be determined by dividing the amount of interest on the subject interest Payment Date by the Conversion Price in effect on such
date. The Holders shall have the same rights and remedies with respect to the delivery of any such shares as if such shares were
being issued pursuant to Section 6. Borrower may not pay interest by delivery of Common Stock without the consent of the Holder
in the event that the Equity Conditions (excluding Equity Conditions (c), (d), (f) provided such Event of Default has been cured,
(i) and (j)) are not in effect on each day from the relevant Interest Payment Date through the date the Interest Share Amount
is delivered to the Holder. The Holder may elect to receive the Interest Share Amount in lieu of cash by notifying Borrower at
least 5 calendar days prior to the relevant Interest Payment Date. Borrower may not pay any Interest Share Amount in excess of
the Beneficial Ownership Limitation when applicable, unless waived by Holder.


 



     


     


    

 


b)        Payment Grace
Period. The Borrower shall not have any grace period to pay any monetary amounts due under this Note except as set forth in
Section 8(a)(i).


 


c)        Conversion Privileges.
The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date hereof and until the
Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full on the Maturity Date,
unless previously converted into Common Stock in accordance with Section 4 hereof.


 


d)        Application
of Payments. Interest on this Note shall be calculated on the basis of a 360-day year and twelve 30 day months. Payments made
in connection with this Note shall be applied first to amounts due hereunder other than principal and interest, thereafter to interest
and finally to principal.


 


e)        Pari Passu.
Except as otherwise set forth herein, all payments made on this Note, the Other Notes and Prior Offering Notes and all actions
taken by the Borrower with respect to this Note, the Other Notes and Prior Offering Notes, including but not limited to Mandatory
Conversion if such action may or must be taken with respect to this Note, Other Notes or Prior Offering Notes, shall be made and
taken pari passu with respect to this Note, the Other Notes and Prior Offering Notes. Notwithstanding anything to the contrary
contained herein or in the Transaction Documents, it shall not be considered non-pari passu for a Holder, Other Holder or Prior
Note Holder to elect to receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares
of Common Stock to such electing Holder, Other Holder or Prior Offering Note Holder.


 


f)         Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable
at the Holder's offices as designated above in lawful money of the United States of America in immediately available funds without
set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment
pursuant to the assignee's instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be
prepaid or mandatorily converted without the consent of the Holder.


  


Section 3.          Registration
of Transfers and Exchanges.


 


a)        Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b)        Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


c)        Reliance
on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such agent shall
be affected by notice to the contrary.


 






     


     


    

 


Section 4.          Conversion.


 


a)        Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the
conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice
of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying
therein the principal amount and interest, if any, of this Note to be converted and the date on which such conversion shall be
effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note
has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in
an amount equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted
and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within three (3) Trading Days
of delivery of such Notice of Conversion. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that,
by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof.


 


b)        Conversion
Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be
$13.76, subject to adjustment herein (the “Conversion Price”).


 


c)        Mechanics of
Conversion.


 


i.            Conversion
Shares Issuable Upon Conversion. The number of Conversion Shares issuable upon a conversion hereunder shall be determined
by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and/or interest elected
by the Holder or Borrower to be converted by (y) the Conversion Price.


  


ii.           Delivery
of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery
Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the
Conversion Shares which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions (other
than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon
the conversion of this Note. On or after the Effective Date, Borrower shall use its best efforts to deliver any certificate or
certificates required to be delivered by Borrower under this Section 4(c) electronically through the Depository Trust Company
or another established clearing corporation performing similar functions.


 


iii.          Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event
Borrower shall promptly return to the Holder any original Note delivered to Borrower and the Holder shall promptly return to Borrower
the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 






     


     


    

 


iv.         Obligation
Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower
to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall
not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note
shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim
that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any
other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of
this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of
123% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until
the completion of arbitration/litigation of the underlying dispute arid the proceeds of which shall be payable to the Holder to
the extent it obtains judgment. In the absence of such injunction, Bon-omit shall issue Conversion Shares or, if applicable, cash,
upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not
as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day for each Trading Day after such Share Delivery
Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder's right to pursue
actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower's failure to deliver Conversion Shares
within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such
rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


  


v.          Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder or Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition
to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder's total purchase price
(including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale
price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B)
at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of
the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii).
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence,
Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower's failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 






     


     


    

 


vi.         Reservation
of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided, free from
preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the
Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth
in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion
of the then outstanding principal amount of this Note and interest which has accrued and would accrue on such principal amount,
assuming such principal amount was not converted through the Maturity Date. Borrower covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


  


vii.        Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled
to purchase upon such conversion, Borrower shall at its election, either pay a cash adjustment in respect of such final fraction
in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.


 


viii.       Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note
so converted and Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting
the issuance thereof shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower
that such tax has been paid. Borrower shall pay all transfer agent fees required for same-day processing of any Notice of Conversion.


 






     


     


    

 


d)        Holder's Conversion
Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion
of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder
(together with the Holder's Affiliates, and any Persons acting as a group together with the Holder or any of the Holder's Affiliates)
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation
contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities
owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole
discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder's determination of whether
this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal
amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this
restriction, the Holder will be deemed to represent to Borrower each time it delivers a Notice of Conversion that such Notice of
Conversion has not violated the restrictions set forth in this paragraph and Borrower shall have no obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) Borrower's most recent periodic or annual report filed
with the Commission, as the case may be, (ii) a more recent public announcement by Borrower, or (iii) a more recent written notice
by Borrower or Borrower's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral
request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the Holder the number of shares of
Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates since the date as
of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation
at any time and the Holder, upon not less than 61 days' prior notice to Borrower, may increase the Beneficial Ownership Limitation
provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this
Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such
increase will not be effective until the 61'1 day after such notice is delivered to Borrower. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. The limitation
contained in this paragraph shall apply only from and after the occurrence of a Going Public Event.


  


Section 5.          Certain
Adjustments.


 


a)        Stock
Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Notes), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of Borrower, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of Borrower) outstanding immediately before such event,
and of which the denominator shall he the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 






     


     


    

 


b)        Subsequent
Equity Sales. If at any time while this Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants
any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire
shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower
than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the
Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made
whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under
this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction despite the prohibition
set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the
lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in
writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this
Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such
Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


  


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


 






     


     


    

 


d)        Pro
Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without :imitation, any distribution of cash, stock or other securities, properly or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shah be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shah be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding- the Beneficial Ownership Limitation).


  


e)        Fundamental
Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more related
transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) Borrower, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory, share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) Borrower, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including, any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of Borrower, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior
to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor
entity in a Fundamental Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume
in writing al: of the obligations of Borrower under this Note and the other Transaction Documents (as defined in the Purchase
Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall,
at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capita: stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the
other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the other Transaction
Documents with the same effect as if such Successor Entity had been named as Borrower herein.


 




     


     


    

  


f)         Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


g)        Notice
to the Holder.


 


i.          Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.         Notice
to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all
or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose
of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note
Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that toe failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. After the occurrence of a Going Public Event, to the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form S-K. The Holder shall remain entitled to convert this
Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.


 




     


     


    

  


Section 6.          Exchange.


 


a)        Mandatory Exchange.
Provided an Event of Default has not occurred, unless waived by Holder or a Majority in interest of Holders, then upon the occurrence
of a Qualified Offering the outstanding principal amount of this Note shall be deemed a subscription to such Qualified Offering
and shall be deemed paid upon the closing of such Qualified Offering. In connection With such Qualified Offering the Holder shall
be entitled to and will receive all the rights and benefits granted to and available to all of the subscribers to the Qualified
Offering. The Holder and Borrower will enter into and exchange such agreements and documents as are entered into and exchanged
by other investors in the Qualified Offering The principal amount of this Note when and if applied as a subscription to the Qualified
Offering shall not be included in the minimum dollar


 


b)        Optional Exchange.
For so long as this Note remains outstanding, except in connection with an Exempt Issuance, the Holder shall have the right to
participate in any offering of the Borrower's Common Stock or Common Stock Equivalents on the same terms and conditions as any
other subscriber, investor or participant in such offering and apply all or some of the amounts outstanding on this Note as payment
for the securities to be acquired pursuant to such other offering.


 


Section 7.          Negative
Covenants. As long as any portion of this Note remains outstanding, unless the holders of at least 51% in principal amount
of the then outstanding Notes shall have otherwise given prior written consent, except with respect to the Prior Offering Transaction
Documents, provided Section 2(e) of this Note, if applicable, is complied with, Borrower shall not, and shall not permit any of
the Subsidiaries to, directly or indirectly:


 


a)        except
in connection with a Qualified Offering, other than Permitted Indebtedness; enter into, create, incur, assume, guarantee or suffer
to exist any Indebtedness;


 


b)        except
in connection with a Qualified Offering, other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens
of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any
income or profits therefrom:


 






     


     


    

 


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


 


d)        repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimum number of shares of its Common Stock or Common
Stock Equivalents other than as to the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents;


  


e)        redeem,
decease, 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 if on a pro-rata basis), whether by way of payment in respect of principal of (or premium, if an)') or interest
on, such Indebtedness;


 


f)         pay
cash dividends or distributions on any equity securities of Borrower;


 


g)        enter
into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested directors of
Borrower (even if less than a quorum otherwise required for board approval);


 


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


 


Section 8.          Events
of Default.


 


a)        “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


i.            any
default in the payment of (A) the principal or interest amounts of any Note which default is not cured within Eve (5) business
days or (E3) liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of a default
under clause (B) above, is not cured within 10 calendar days after Borrower has become or should have become aware of such default;


 


ii.           Borrower
shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by Borrower of its
obligations to deliver shares of Common Stock to the 1 [older upon conversion, which breach is addressed in clause (x) below) which
failure is not cured, if possible to cure, within the earlier to occur of (A) 10 Trading Days after notice of such failure sent
by the Holder or by any Other Holder to Borrower and (B) 10 Trading Days after Borrower has become or should have become aware
of such failure;


 


iii.          a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents, including but not limited to failure to strictly comply with the provisions
of the Warrants, or (B) any other material agreement, lease, document or instrument to which Borrower or any Subsidiary is obligated
(and not covered by clause (vi) below);


 


iv.         any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant here to or thereto
or any report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or incorrect
in any material respect as of the date ‘'hen made or deemed made;


 




     


     


    

  


v.          Borrower
or any Subsidiary shall be subject to a Bankruptcy Event;


 


vi.         Borrower
or any Subsidiary shall default on any of its obligations under any Indebtedness;


 


vii.        Except
in connection with a Qualified Offering, Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of
30% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of
Control Transaction);


 


viii.       Subsequent
to 90 days after a Going Public Event, Borrower does not meet the current public information requirements under Rule 144;


 


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


 


x.           any
Person shall breach any agreement delivered to the initial Holders pursuant to Section 2.2 or 2.5 of the Purchase Agreement;


 


xi.          any
monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 90 calendar days;


 


xii.         any
dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business;


 


xiii.        cessation
of operations by Borrower or a material Subsidiary;


 


xiv.        The
failure by Borrower or any material Subsidiary to maintain any material intellectual property rights, personal, real property, equipment, leases or other assets which are necessary to conduct
its business (whether now or in the future) and such breach is not cured with twenty (20) days after written notice to the Borrower
from the Holder;


 


xv.         Subsequent
to 120 days after a Going Public Event, an event resulting in the Common Stock not being listed or quoted on a Trading Market,
or notification from a Trading Market that the Borrower is not in compliance with the conditions for such continued quotation and
such non-compliance continues for twenty (20) days following such notification;


 


xvi.        a
Commission or judicial stop trade order or suspension from its Principal Trading Market;


 


xvii.       XVII.  a
failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms
of this Note or any other Transaction Document;


 






     


     


    

 


xviii.      a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and
Holder are parties, or the occurrence of an even: of default under any such other agreement to which Borrower and Holder are parties
which is not cured after any required notice and/or cure period;


  


xix.        the
occurrence or an Event of Default under any Other Note or Prior Offering Note; or


 


xx.         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 Borrower, or the validity or enforceability thereof shall be contested
by Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or
Holder, seeking to establish the invalidity or unenforceabiIity thereof, or Borrower shall deny in writing that it has any liability
or obligation purported to be created under any Transaction Document.


 


b)        Remedies
Upon Event of Default. Fundamental Transaction and Change of Control Transaction. If any Event of Default or except in connection
with a Qualified Offering, a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount
of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at
the Holder's election, immediately due and payable in cash, Commencing on the Maturity Date and also five (5) days after the occurrence
of any Event of Default, interest on this Note shall accrue at an interest rate equal to the lesser of :5% per annum or the maximum
rate permitted under applicable law. In connection with such acceleration described herein, the Holder need no: provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law, Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shah have
all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b).
No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


Section 9.          Security
Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Holder pursuant to a Security
Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy
or insolvency law be commenced by or against the Borrower or a Subsidiary, or if any of the Collateral (as defined in the Security
Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among
other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower
or a Subsidiary and Holder are parties (collectively, “Loan Documents”) and/or applicable law, an order from
the court granting immediate relief 5-om the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise
all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT
OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERI\'IORE, TEE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
11 U.S.C SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11
U.S.C SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF
ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief
from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay filed by the Holder, The Borrower represents, acknowledges
and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to
the terms of the loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and
agrees that is waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf
of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity
to by represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with counsel.


 




     


     


    

  


Section 10.        Miscellaneous.


 


a)        Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a Trading Day during normal business hours where such notice
is to be received), or the first Trading Day following such delivery (if delivered other than on a Trading Day during normal business
hours where such notice is to be received) or (b) on the second Trading Day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to Borrower, to: Accelerated Pharma, Inc., 15W155 81” Street, Burr Ridge, LL 60527,
Ann: Michael Fonstein, Chief Executive Officer, facsimile: (630) 325-4179, with a copy by fax only to (which shall not constitute
notice): Polsinelli PC, 161 N. Clark Avenue, Suite 4200, Chicago, IL 60601, Attn: James R. Asmussen, Esq., facsimile: (312) 276-4174,
and (ii) if to the Holder, to: the address and fax number indicated on the front page of this Note, with an additional copy by
fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581,
Attn: Edward M. Grushko, Esq., facsimile: (212) 697-3575.


 


b)        Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower.
This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


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


 




     


     


    

  


d)        Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting
in the City of New York, Borough of NIz-t-attan (the “New York Courts”). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives persona: service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jun- in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shah be reimbursed by the other party for its attorneys fees
and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. This
Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies
of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213
or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other
document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient
or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether
or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


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


 


f)         Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.


  


g)        Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law •which
would prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note,
and Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it win not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law Has been enacted.


 






     


     


    

 


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


 


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


 


j)         Amendment.
Unless otherwise provided for Hereunder, this Note may not be modified or amended or the provisions hereof waived without the written
consent of Borrower and the Holder.


 


k)        Facsimile
Signature. In the event that the Borrower's signature is delivered by facsimile transmission. PDF, electronic signature or
other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force
and effect as if such signature page were an original thereof.


 


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


 


(Signature Pages Follows)


 




     


     


    

  


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by an authorized officer as of the 8 day of May, 2015.


 


	 	ACCELERATED PHARMA, INC.
	 	 	 
	 	By:	/s/ Michael Fonstein
	 	 	Name: Michael Fonstein
	 	 	Title: Chief Executive Officer


 


WITNESS:


 


	 


 




     


     


    

  


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal under the Convertible Note due November 8, 2016 of Accelerated Pharma, Inc., a Delaware corporation
(the “Company”) into shares of common stock (the “Common Stock”), of Borrower according
to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for
any conversion; except for such transfer taxes, if any.


 


By the delivery of
this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed
the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply with the
prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of
Common Stock.


 


Conversion calculations:


 





	 	Date to Effect Conversion: ______________________________ 
	 	 
	 	Principal Amount of Note to be Converted: $ _______________ 
	 	 
	 	Number of shares of Common Stock to be issued: ____________ 
	 	 
	 	Signature: ___________________________________________ 
	 	 
	 	Name: ______________________________________________
	 	 
	 	Address for Delivery of Common Stock Certificates: __________
	 	____________________________________________________
	 	____________________________________________________
	 	 
	 	Or
	 	 
	 	DWAC Instructions: ___________________________________
	 	 
	 	Broker No: _______________
	 	Account No: ______________