Exhibit 10.4


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO
WHICH TEES SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. TI-US 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: December 29,
2014


Principal Amount:


 


Original Conversion Price (subject to adjustment herein): $12.00


 


SECURED CONVERTIBLE NOTE

DUE JUNE 23, 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 81st Street, Burr Ridge, IL 60527, Fax: (630) 325-4179, due June 23, 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”),
or shall have paid pursuant to the terms hereunder, the principal sum of [________] on June 23, 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 in 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 all 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 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 occui-red, whether or not such Event of Default has been cured, (2.) 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 Default 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
VVVAP 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.


 


“Purchase Agreement”
means the Securities Purchase Agreement, dated as of December 23, 2014 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 8% (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 February 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), (t) 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 and the Other Notes and all actions taken by
the Borrower with respect to this Note and the Other Notes, including but not limited to Mandatory Conversion, shall be made and
taken part passu with respect to •this Note and the Other Notes. Notwithstanding
anything to the contrary contained herein or in the Transaction Documents, it shall not be considered non-pari passu for a Holder
or Other 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 or Other 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
$12.00, 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 125% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to
the Holder to the extent it obtains judgment. In the absence of such injunction, Borrower 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’
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 be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 




     


     


    

 


b)          Subsequent
Equity Sales. If, at any time while this 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 salt, 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(a) 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 grant, 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 limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete 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 shall be held in abeyance for the benefit of the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 




     


     


    

 


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 all 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 capital stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the
other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of 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 the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. 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 8-K. The Holder
shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective
date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




     


     


    

 


Section 6.             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 amount required for such offering to be a Qualified Offering.


 


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, 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 Pennitted 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 Holder;


 


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


 


e)          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 if on a pro-rata basis), whether by way of payment in respect of principal of (or premium, if any) 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 five (5) business
days or (B) 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 Holder 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 hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or
incorrect in any material respect as of the date when made or deemed made;


 


v.           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.      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 event 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 of an Event of Default under any Other 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 unenforceability 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 15% per annum or the maximum rate permitted under applicable law. In connection with such
acceleration described herein, the Holder need not 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 shall have all rights as a holder of the Note until such time,
if any, as the Holder receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section 9.          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 from the automatic stay pursuant to 11 U.S.C.
Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law.
THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE 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 Pharrna, Inc., 15W155 81st Street,
Burr Ridge, IL 60527, Attn: 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: Teddy C. Scott, Jr., Ph.D.,
facsimile: (312) 873-2913, 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 pan i 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 Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue
for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action
or proceeding. 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 will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.


 


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 Follow)


 




     


     


    

 


IN WITNESS WHEREOF, Borrower has caused this
Note to be signed in its name by an authorized officer as of the 29 day of December, 2014.


 


	 	ACCELERATED PHARMA, INC.
	 	 
	 	By: 	              
	 	Name:
	 	Title
	 	 
	WITNESS:	 
	 	 
	 	 
	 	 


 




     


     


    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal under the Convertible Note due June 23, 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 deliver), 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: