EXHIBIT
4.1


 


THE
PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS
SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


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


 


PAVmed
Inc.


 


Senior
Secured Convertible Note


 


	Issuance
    Date: April 4, 2022	Original
    Principal Amount: U.S. $27,500,000


 


FOR
VALUE RECEIVED, PAVmed Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of [●]
or its registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant
to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on the
Outstanding Principal Value of this Note at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance
Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment
Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in
each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes
issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible
Notes (collectively, the “Notes”, and such other Senior Secured Convertible Notes, the “Other Notes”)
issued pursuant to (i) Section 1 of that certain Securities Purchase Agreement, dated as of March 31, 2022 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time
to time (the “Securities Purchase Agreement”), and (ii) the Company’s Registration Statement on Form S-3 (File
number 333-261814) (the “Registration Statement”). Certain capitalized terms used herein are defined in Section 33.


 




    	 



     


    

 


1.
PAYMENTS OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount
due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash
(excluding any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing the Outstanding
Value of this Note as of the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any portion
of the Outstanding Principal Value, accrued and unpaid Interest or accrued and unpaid Late Charges on the Outstanding Principal Value
and Interest, if any. Notwithstanding anything herein to the contrary, with respect to any conversion or redemption hereunder, as applicable,
the Company shall convert or redeem, as applicable, First, all accrued and unpaid Late Charges on any Outstanding Principal Value
and Interest hereunder and under any other Notes held by the Holder and all other amounts owed to the Holder under any other Transaction
Document, Second, all accrued and unpaid Interest hereunder and under any other Notes held by such Holder, Third, all other
amounts (other than the Outstanding Principal Value) outstanding under any other Notes held by such Holder and, Fourth, the Outstanding
Principal Value hereunder and under any other Notes held by such Holder, in each case, allocated pro rata among this Note and such other
Notes held by such Holder.


 


2.
INTEREST; INTEREST RATE.


 


(a)
Interest on this Note shall commence accruing on the Issuance Date and shall be computed on the Outstanding Principal Value of this Note
and on basis of a 360-day year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall compound each
calendar month and shall be payable in accordance with the terms of this Note. Interest shall be paid (i) on each Interest Date occurring
on an Installment Date in accordance with Section 8 as part of the applicable Installment Amount due on the applicable Installment Date
and (ii) with respect to each other Interest Date, on such Interest Date in cash.


 


(b)
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable by way of
inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 13 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during
the continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or
if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default
has occurred), the Interest Rate shall automatically be increased to eighteen percent (18.0%) per annum (the “Default Rate”).
In the event that such Event of Default is subsequently cured (and no other Event of Default then exists, including, without limitation,
for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date), the adjustment referred to
in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided that
the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply
to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such
Event of Default.


 




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


 


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


 


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


 


(i)
“Conversion Amount” means the sum of (A) the portion of the Outstanding Principal Value of this Note to be converted,
redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid Interest with respect to such Outstanding
Principal Value of this Note, (C) accrued and unpaid Late Charges with respect to such Outstanding Principal Value of this Note and Interest,
and (D) any other unpaid amounts pursuant to the Transaction Documents, if any.


 


(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $5.00, subject to adjustment as
provided herein.


 




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(c)
Mechanics of Conversion.


 


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


 




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(ii)
Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable
Share Delivery Deadline, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate
for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s
designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this
Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder,
(1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common
Stock is not timely effected an amount equal to one percent (1%) of the product of (A) the sum of the number of shares of Common Stock
not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading
price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion
Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion
Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant
to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make
any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing,
if on or prior to the Share Delivery Deadline if the Transfer Agent is not participating in FAST, the Company shall fail to issue and
deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register
or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the
Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion
hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline
the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion
of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has
not received from the Company in connection with such Conversion Failure, as applicable (a “Buy-In”), then, in addition
to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request
and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price
(including brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired
(including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”),
at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or
credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of
Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable,
with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the
case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number
of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In
Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
upon the conversion of this Note as required pursuant to the terms hereof.


 




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


 


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


 




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(d)
Limitations on Conversions.


 


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


 




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


 


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


 


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


 




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


 


4.
RIGHTS UPON EVENT OF DEFAULT.


 


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


 


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


 


(ii)
the Company fails to have an effective shelf registration statement, which, as of such time of determination, has an available dollar
offering amount of securities then issuable by the Company thereunder (as reduced by any limitations on any such issuances by any law,
rule or regulations applicable thereto, whether pursuant to the 1933 Act, the Principal Market or otherwise, including, without limitation,
the “baby shelf rules” set forth in Instruction I.B.6(a) to Form S-3 of the 1933 Act) (the “Available
Shelf Capacity”) of no less than 125% of the sum of the Outstanding Value (as defined in each of the Notes) of all of
the Notes then outstanding;


 


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


 




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(iv)
except to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive
day that the Holder’s Authorized Share Allocation (as defined in Section 11 below) is less than the number of shares of Common
Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any
limitations on conversion set forth in Section 3(d) or otherwise);


 


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


 


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


 


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


 


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


 


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


 




    	10



     


    

 


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


 


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


 


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


 




    	11



     


    

 


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


 


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


 


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


 


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


 


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


 




    	12



     


    

 


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


 


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


 


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


 


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


 




    	13



     


    

 


(b)
Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other
Note, the Company shall within one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next
day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s
receipt of an Event of Default Notice and the Holder becoming aware of the occurrence of an Event of Default (such earlier date, the
“Event of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration
Date”, and each such period, an “Event of Default Redemption Right Period”) on the twentieth (20th)
Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default
Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion
of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of
the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or
prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the
Company to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date)
all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to
the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each
portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal
to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product
of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption
Notice multiplied by (Y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date
immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to be made under this
Section 4(b) (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in
accordance with the provisions of Section 13. To the extent redemptions required by this Section 4(b) are deemed or determined by a court
of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments.
Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption Price
(together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together
with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note.
In the event of a partial redemption of this Note pursuant hereto, the Outstanding Principal Value of this Note redeemed shall be deducted
from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default Redemption Notice.
In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s damages would
be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of
the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section
4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder,
and all other rights and remedies of the Holder shall be preserved.


 


(c)
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity
Date, the Company shall immediately pay to the Holder an amount in cash representing (i) the Outstanding Value of this Note, multiplied
by (ii) the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or demand
or other action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion, waive such right to
receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the
Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to
payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.


 




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5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


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


 




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(b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days
prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a
“Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change
of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in
accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the
date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement
of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice
thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate
the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall
be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium
multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by
(y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing
Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the
consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the
Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the
Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the
quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock
to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration
constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading
Day immediately prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately
following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day
immediately prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect
(the “Change of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with
the provisions of Section 13 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent
redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note
by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section
5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full,
the Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in
whole or in part, by the Holder into Common Stock pursuant to Section 9. In the event of a partial redemption of this Note pursuant hereto,
the Outstanding Principal Value of this Note redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment
Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any portion of this
Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability
to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.
Accordingly, any redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate
of the Holder’s actual loss of its investment opportunity and not as a penalty.


 




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


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Sections 7 and 17 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially
all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the
Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any
limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate
Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or
sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the
extent of any such excess) and such Purchase Right to such extent shall be held in abeyance up to ninety (90) Trading Days (and, if such
Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held
in abeyance, if applicable) for the benefit of the Holder until the applicable expiration date, maturity date or similar time (as extended
pursuant to the foregoing), until such time or times during such extended period, if any, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right
(and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in
abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by
such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation). The Holder shall be
deemed to have waived the right to receive any such Purchase Rights that remain held in abeyance at the end of such abeyance period if
not granted prior to such time.


 


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


 




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7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


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


 


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


 




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


 


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


 


8.
INSTALLMENT CONVERSION OR REDEMPTION.


 


(a)
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the
Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this
Section 8 (a “Installment Conversion”); provided, however, that the Company may, at its option following
notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment
Redemption”) or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding
applicable Installment Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment
Date, subject to the provisions of this Section 8. On a date which is on or prior to the eleventh (11th) Trading Day (but no earlier
than the sixteenth (16th) Trading Day) prior to each Installment Date (each such eleventh (11th) Trading Day, an
“Installment Notice Due Date”), the Company shall deliver written notice (each, a “Installment Notice”
and the date all of the holders receive such notice is referred to as to the “Installment Notice Date”), to each holder
of Notes and such Installment Notice shall (i) either (A) confirm that the applicable Installment Amount of such holder’s Note
shall be converted in whole pursuant to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is
required to redeem for cash in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant
to an Installment Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem
pursuant to an Installment Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and
the portion of the applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment
Conversion (such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred to
herein as the “Installment Conversion Amount”), which amounts when added together, must at least equal the entire
applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant to an Installment
Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice Date. Each Installment
Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance with this Section 8 with respect
to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable Installment Notice confirming an
Installment Conversion of the entire Installment Amount payable on such Installment Date and shall be deemed to have certified that there
is not then an Equity Conditions Failure in connection with such Installment Conversion. Except as expressly provided in this Section
8(a), the Company shall convert and/or redeem the applicable Installment Amount of this Note pursuant to this Section 8 and the corresponding
Installment Amounts of the Other Notes pursuant to the corresponding provisions of the Other Notes in the same ratio of the applicable
Installment Amount being converted and/or redeemed hereunder. The applicable Installment Conversion Amount (whether set forth in the
applicable Installment Notice or by operation of this Section 8) shall be converted in accordance with Section 8(b) and the applicable
Installment Redemption Amount shall be redeemed in accordance with Section 8(c).


 




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


 




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(c)
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in
part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the
applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to 115% of the applicable
Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment
Redemption Amount on such Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated
in writing to the Company (any such designation shall be a “Conversion Notice” for purposes of this Note), the Holder
may require the Company to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined
as of the date of such designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made
in accordance with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to Section
3(d), until the Installment Redemption Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount
(together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3.
In the event the Holder elects to convert all or any portion of the Installment Redemption Amount prior to the applicable Installment
Date as set forth in the immediately preceding sentence, the Installment Redemption Amount so converted shall be deducted from the Installment
Amounts relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by this
Section 8(c) shall be made in accordance with the provisions of Section 13.


 


(d)
Deferred Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may, at its option
and in its sole discretion, deliver a written notice to the Company no later than the Trading Day immediately prior to the applicable
Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date deferred
(such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until any subsequent
Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added to, and become part
of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest hereunder. Any notice delivered by
the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now
be payable.


 


(e)
Acceleration of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d),
during the period commencing on an Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately
prior to the next Installment Date (each, an “Installment Period”), at the option of the Holder, at one or more times,
the Holder may convert other Installment Amounts (each, an “Acceleration”, and each such amount, an “Acceleration
Amount”, and the Conversion Date of any such Acceleration, each an “Acceleration Date”), in whole or in
part, at the Acceleration Conversion Price of such Acceleration Date in accordance with the conversion procedures set forth in Section
3 hereunder (with “Acceleration Conversion Price” replacing “Conversion Price” for all purposes therein), mutatis
mutandis; provided, that if a Conversion Floor Price Condition exists with respect to such Acceleration Date, with each Acceleration
the Company shall also deliver to the Holder the Acceleration Floor Amount on the applicable Share Delivery Deadline.


 


(f)
Reallocation of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d),
at any time with respect to the applicable Installment Amount subject to an Installment Conversion with respect to any given Current
Installment Date, the Holder may, at such Holder’s sole option, exercised by delivery of written notice to the Company (each, a
“Reallocation Notice”) reallocate (each, a “Reallocation”) all, or any part, of the Installment
Amount with respect to such Current Installment Date to a later date during the applicable Installment Period (each, a “Reallocation
Date”, and such portion of the applicable Installment Amount reallocated to a given Reallocation Date, each a “Reallocation
Amount”); provided, that the sum of the remaining Installment Amount not subject to Reallocation and each Reallocation Amount
with respect to each Reallocation Date in such applicable Installment Period shall not exceed the Installment Amount with respect to
such Current Installment Date prior to such Reallocation. On each Reallocation Date, the Reallocation Amount with respect to such Reallocation
Date shall automatically convert into shares of Common Stock at a conversion price equal to the applicable Reallocation Conversion Price
as if the Holder delivered a Conversion Notice on the second (2nd) Trading Day immediately prior to such Reallocation Date
(with “Reallocation Conversion Price” replacing “Conversion Price” for all purposes therein) in accordance with
the conversion procedures set forth in Section 3 hereunder, mutatis mutandis; provided, that if a Conversion Floor Price Condition
exists with respect to such Reallocation Date, the Company shall also deliver to the Holder the Reallocation Floor Amount on the applicable
Share Delivery Deadline with respect thereto.


 




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9.
SUBSEQUENT PLACEMENT OPTIONAL REDEMPTION


 


(a)
General. At any time from and after the earlier of (x) the date the Holder becomes aware of the occurrence of a Subsequent Placement
(as defined in the Securities Purchase Agreement) (the “Holder Notice Date”) and (y) the time of consummation of a
Subsequent Placement (in each case, other than with respect to Excluded Securities (as defined in the Securities Purchase Agreement))
(each, an “Eligible Subsequent Placement”), the Holder shall have the right, in its sole discretion, to require that
the Company redeem (each an “Subsequent Placement Optional Redemption”) all, or any portion, of the Conversion Amount
under this Note not in excess of (together with any Subsequent Placement Optional Redemption Amount (as defined in the applicable other
Note of the Holder) of any other Notes of the Holder) the Holder’s Holder Pro Rata Amount of 50% of the gross proceeds of such
Eligible Subsequent Placement (the “Eligible Subsequent Placement Optional Redemption Amount”) by delivering written
notice thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding the foregoing,
if the Holder is participating in an Eligible Subsequent Placement, upon the written request of the Holder, the Company shall apply all,
or any part, as set forth in such written request, of any amounts that would otherwise be payable to the Holder in such Subsequent Placement
Optional Redemption, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by the Holder in such
Eligible Subsequent Placement.


 


(b)
Mechanics. Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth
in the applicable Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the
Holder is electing to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent
Placement Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x)
the fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the
date of the consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption
pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to 115% of the Subsequent Placement Optional Redemption
Amount (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9 shall be made
in accordance with the provisions of Section 13.


 




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10.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation
(as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out
all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting
the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Company (a) shall not increase
the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Price then in effect, and (b)
shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the conversion of this Note.


 


11.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve the Required Reserve Amount (as defined
in the Securities Purchase Agreement). The Required Reserve Amount (including, without limitation, each increase in the number of shares
so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each
holder on the Initial Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro
rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which
ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then
held by such holders.


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while any of the
Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy
its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required
Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately use its reasonable best efforts
to take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as
soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with
a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of
Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the
foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares
of its issued and outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the
Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule
14C. In the event that the Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due to the failure
by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable
number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure
Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible
into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and
(y) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers
the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance
and payment under this Section 11(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other
out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 11(a) or this Section 11(b)
shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 




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12.
COMPANY OPTIONAL REDEMPTION.


 


(a)
At any time after date hereof the Company shall have the right to redeem all, but not less than all, of the Conversion Amount then remaining
under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined
below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant to this Section
12 shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to 132.5% of
the greater of (i) the sum of (A) the Conversion Amount being redeemed as of the Company Optional Redemption Date, (B) the applicable
Make-Whole Amount as of the Company Optional Redemption Date and (C) the Remaining Option Value of this Note as of the Company Optional
Redemption Date, (ii) the sum of (A) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of
the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately
prior to the date the Company makes the entire payment required to be made under this Section 12, (B) the applicable Make-Whole Amount
as of the Company Optional Redemption Date and (C) the Remaining Option Value of this Note as of the Company Optional Redemption Date.
The Company may exercise its right to require redemption under this Section 12 by delivering a written notice thereof by facsimile or
electronic mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption
Notice” and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption
Notice Date”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption
Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption
shall occur (the “Company Optional Redemption Date”) which date shall not be less than ten (10) Trading Days nor more
than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion Amount of
the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes pursuant
to this Section 12 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding anything
herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional Redemption
Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3. All Conversion Amounts
converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount of this
Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 12 shall be made in accordance
with Section 13. In the event of the Company’s redemption of any portion of this Note under this Section, the Holder’s damages
would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty
of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this
Section 12 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption
if any Event of Default has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert
this Note in its discretion.


 


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


 




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13.
REDEMPTIONS.


 


(a)
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business
Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change
of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price
to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation
of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall
deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date. The
Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company
shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent Placement
Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a time the
Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered in writing
to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the Holder under
such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s payment
obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this Note,
the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 20(d)) representing
the Outstanding Principal Value of this Note which has not been redeemed. In the event that the Company does not pay the applicable Redemption
Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in
full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion
of this Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together
with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice
shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or issue a new Note
(in accordance with Section 20(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the case may
be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted
pursuant to this Section 13, if applicable) minus (2) the Outstanding Principal Value portion of the Conversion Amount submitted for
redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect
to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the
applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the lowest Closing Bid Price of the Common
Stock during the period beginning on and including the date on which the applicable Redemption Notice is delivered to the Company and
ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y)
75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty (20) consecutive Trading Day period
ending and including the applicable Conversion Date divided by (II) five (5) (it being understood and agreed that all such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period).
The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall not affect
the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with respect
to the Conversion Amount subject to such notice.


 




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


 


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


 


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


 


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


 


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


 


(c)
Existence of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other
than Permitted Liens. For the avoidance of doubt, the Company shall not, directly or indirectly, sell or grant any option or right to
purchase, or otherwise dispose of (or allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance
upon) any capital stock of Lucid Diagnostics held by the Company (other than the Lien granted to the Collateral Agent with respect to
the Notes or any transfer of any such capital stock of Lucid Diagnostics to any holder of Notes in connection therewith).


 


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


 




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(e)
Restriction on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock (other than
redemptions of capital stock held by employees in accordance with their equity award agreements or otherwise to satisfy any of their
reimbursement obligations thereunder or dividends or distributions) to the Company or any Significant Subsidiary (as defined in the Securities
Purchase Agreement)).


 


(f)
Restriction on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights
of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other
than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company
and its Subsidiaries of any of the Company’s or any of its Subsidiaries’ products (other than CarpX) to any third party in
a bona fide arms-length transaction for fair value in the ordinary course of business consistent with its past practice and approved
by the independent directors of the board of directors of the Company, (ii) sales of inventory and product in the ordinary course of
business, (iii) licenses or transfers of limited samples of products to institutions to facilitate research projects in connection with
sponsored research agreements, (iv) the transfer of equity interests in Veris Health pursuant to the Veris Health Call Right, (v) sales,
leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights that are permitted under Section
15(m), (vi) the distribution to the holders of Common Stock (solely, to the extent, such distribution includes the holders of the Notes
in accordance with the terms hereof) of up to 10% of the outstanding common equity of any Significant Subsidiary and (vii) the transfer
of equity interests in any Subsidiary that are issued upon the conversion of any convertible Permitted Intercompany Indebtedness that
is permitted to be incurred hereunder; provided that the Holder shall have the right, in its sole discretion, to require that the Company
redeem all, or any portion, of the Conversion Amount under this Note not in excess of the Holder’s Holder Pro Rata Amount of the
gross proceeds (less any reasonable placement agent, underwriter and/or legal fees and expenses) of such transfer (the applicable provisions
of Section 9 regarding Subsequent Placement Optional Redemptions shall apply to any such election by the Holder pursuant to this proviso,
mutatis mutandis).


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


(o)
New Significant Subsidiaries. Simultaneously with the acquisition or formation of each New Significant Subsidiary (or upon such
other time as a Subsidiary becomes a Significant Subsidiary), the Company shall cause such New Significant Subsidiary to execute, and
deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) (as defined in the Securities
Purchase Agreement) as requested by the Collateral Agent or the Required Holders, as applicable. The Company shall also deliver to the
Collateral Agent an opinion of counsel to such New Significant Subsidiary that is reasonably satisfactory to the Collateral Agent and
the Required Holders covering such legal matters with respect to such New Significant Subsidiary becoming a guarantor of the Company’s
obligations, executing and delivering the Security Document and any other matters that the Collateral Agent or the Required Holders may
reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the Collateral Agent, each of the physical
stock certificates of such New Significant Subsidiary, along with undated stock powers for each such certificates, executed in blank
(or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Collateral Agent
and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral
Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local or foreign law
that may be applicable). For avoidance of doubt, in no event shall Lucid Diagnostics or any of its Subsidiaries be required to take any
action under this Section 15(o).


 


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


 




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(q)
Controlled Accounts.


 


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


 


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


 




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


 


(r)
Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will 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 (wherever
or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits
or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power
granted to the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


(s)
Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together
with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective
assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom
(except where the failure to pay would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries).
The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns (except where the failure
to file would not, individually or in the aggregate, have a material effect on the Company or any of its Subsidiaries). Notwithstanding
the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain
adequate reserves therefor in accordance with GAAP.


 


(t)
Financial Covenants; Announcement of Operating Results.


 


(i)
Available Cash Test. At any time any Notes remains outstanding, the Company’s Available Cash shall equal or exceed $8 million
(the “Available Cash Test”).


 




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(ii)
Ratio of Outstanding Value to Market Capitalization Test. The ratio of the Outstanding Value (as defined in each of the Notes)
of all of the Notes then outstanding as of such time of determination to the quotient of (x) the sum of the Market Capitalization for
each Business Day during the ten (10) consecutive Business Days immediately prior to such time of determination, divided by (y) ten (10)
(the “Ratio of Outstanding Value to Market Capitalization”) shall not exceed 30%; provided that the Market Capitalization
shall at no time be less than $75 million (the “Ratio of Outstanding Value to Market Capitalization Test”, and together
with the Available Cash Test, each a “Financial Test).


 


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


 


(iv)
PCAOB Registered Auditor. At all times any Notes remain outstanding, the Company shall have engaged an independent auditor to
audit its financial statements that is registered with (and in compliance with the rules and regulations of) the Public Company Accounting
Oversight Board.


 




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


 


Notwithstanding
anything herein to the contrary, nothing in this Section 15 or any other provision of this Note or the Securities Purchase Agreement
shall prohibit Lucid Diagnostics, any of its Subsidiaries or their respective boards of directors from taking any action or refraining
from taking any action to the extent the failure to take such action or failure to refrain from taking such action would be inconsistent
with applicable law or its fiduciary obligations under applicable law. Accordingly, the Holder agrees that no Event of Default shall
be deemed to have occurred as a result of Lucid Diagnostics, any of its Subsidiaries or any of their respective boards of directors so
taking any action or refraining from taking any action.


 


16.
SECURITY. This Note and the Other Notes are secured to the extent and in the manner set forth in the Transaction Documents (including,
without limitation, the Security Agreement and the other Security Documents).


 




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


 


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


 


19.
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred
by the Holder without the consent of the Company.


 


20.
REISSUANCE OF THIS NOTE.


 


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


 


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


 




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


 


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


 


21.
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. No failure on the part of the Holder
to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at law or equity or under this Note or any
of the documents shall not be deemed to be an election of Holder’s rights or remedies under such documents or at law or equity.
The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided
herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of
the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance
and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such
case without the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Note (including, without limitation, compliance with Section 7).


 




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


 


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


 


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


 




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25.
DISPUTE RESOLUTION.


 


(a)
Submission to Dispute Resolution.


 


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


 


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


 


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


 




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


 


26.
NOTICES; CURRENCY; PAYMENTS.


 


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


 


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


 




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


 


27.
CANCELLATION. After all of the Outstanding Value of this Note and other amounts at any time owed on this Note or any other Transaction
Documents have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued.


 


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


 


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


 




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30.
JUDGMENT CURRENCY.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(c)
“Acceleration Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment
Conversion Price for such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and
(y) 82.5% of the quotient of (I) the sum of the VWAP of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of
the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately prior to such Acceleration
Date, divided by (II) two (2). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination
or other similar transaction during any such measuring period.


 


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


 




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(e)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a
Person means the power directly or indirectly either to vote 25% or more of the stock having ordinary voting power for the election of
directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(f)
“Alternate Conversion Event of Default” means (i) four or more occurrences of Events of Default arising pursuant to
either Section 4(a)(i) or Section 4(a)(iii), (ii) any Event of Default arising pursuant to Sections 4(a)(iv) through, and including,
Section 4(a)(xiii), (iii) any Event of Default arising pursuant to 4(a)(ii), 4(a)(xv) or 4(a)(xvi), or (iv) any other Event of Default
that remains uncured for a period of thirty (30) calendar days.


 


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


 


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


 


(i)
“Applicable Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which is the date
of the closing under the Securities Purchase Agreement applicable to the issuance of this Note.


 




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


 


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


 


(l)
“Bloomberg” means Bloomberg, L.P.


 


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


 


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


 


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


 




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


 


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


 


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


 


(s)
“Conversion Floor Price Condition” means that the relevant Alternate Conversion Price, Acceleration Conversion Price
(including any Installment Conversion Price referred to therein), Reallocation Conversion Price or Installment Conversion Price, as applicable,
is being determined based on clause (x) of such definitions.


 




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


 


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


 


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


 


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


 


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


 




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(y)
“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the period beginning
thirty calendar days prior to such applicable date of determination and ending on and including such applicable date of determination
(or, with respect to the initial Installment Date, during the period beginning on the Initial Installment Notice Due Date and ending
on and including the initial Installment Date) either all shares of Common Stock to be issued pursuant to such event requiring this determination
shall be issuable as freely tradable securities without any restrictive legend; (ii) on each day during the period beginning thirty calendar
days prior to the applicable date of determination and ending on and including the applicable date of determination (the “Equity
Conditions Measuring Period”), the Common Stock (including all shares of Common Stock issuable upon conversion of the Notes
or otherwise in accordance with the terms of the Notes) is listed or designated for quotation (as applicable) on an Eligible Market and
shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring
prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible
Market have been threatened or likely to occur or pending as evidenced by (A) a writing by such Eligible Market or (B) the Company falling
below the minimum listing maintenance requirements of the Eligible Market on which the Common Stock is then listed or designated for
quotation (as applicable); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common
Stock issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares of capital stock
required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv) any shares of Common
Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination) may be issued in full without violating Section 3(d) hereof; (v) any shares of Common Stock
to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed
in the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full
without violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation
(as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended
Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Holder shall not be in
(and no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company,
any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (viii) on each
day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have
breached any representation or warranty in any material respect (other than representations or warranties subject to material adverse
effect or materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document,
including, without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (ix)
there shall not have occurred any Volume Failure or Price Failure as of such applicable date of determination; (x) on the applicable
date of determination (A) no Authorized Share Failure shall exist or be continuing and all shares of Common Stock to be issued in connection
with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed, as applicable, in the
event requiring this determination at the Alternate Conversion Price then in effect (without regard to any limitations on conversion
set forth herein)) (each, a “Required Minimum Securities Amount”) are available under the certificate of incorporation
of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be issued in connection
with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring
this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an
Authorized Share Failure; (xi) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall
not exist an Event of Default (as defined in the Notes) or an event that with the passage of time or giving of notice would constitute
an Event of Default (regardless of whether the Holder has submitted an Event of Default Redemption Notice); (xii) no bona fide dispute
shall exist, by and between any holder of Notes, the Company, the Principal Market (or such applicable Eligible Market in which the Common
Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other Transaction
Document and (xiii) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly
authorized and listed and eligible for trading without restriction on an Eligible Market.


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


(jj)
“Initial Installment Notice Due Date” means the eleventh (11th) Trading Day prior to the initial Installment Date.


 




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(kk)
“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the
lesser of (x) the quotient of (I) the Outstanding Principal Value of this Note as of the initial Installment Date, divided by (II) the
number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Reallocations,
Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) Outstanding Principal Value of this Note as of
such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Outstanding Principal Value of this
Note then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant
to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d)
and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and
included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued
and unpaid Interest as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note
as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall
be allocated a pro rata portion of the each unpaid Installment Amount hereunder.


 


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


 


(mm)
“Installment Date” means (i) October 4, 2022, (ii) then, bi-monthly on each of the first and tenth Trading Days of
each calendar month thereafter until the Maturity Date and (iii) the Maturity Date.


 


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


 


(oo)
“Interest Rate” means 7.875% per annum, as may be adjusted from time to time in accordance with Section 2.


 


(pp)
“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests)
of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the
assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets.


 




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


 


(rr)
“Make-Whole Amount” means, as of any given date and as applicable, in connection with any conversion, redemption or
other repayment hereunder, an amount equal to the amount of additional Interest that would accrue under this Note at the Interest Rate
then in effect assuming for calculation purposes that the Outstanding Principal Value of this Note as of the Applicable Closing Date
remained outstanding through and including the Maturity Date.


 


(ss)
“Market Capitalization” means, as of any date of determination, the product of (x) the shares of Common Stock outstanding
as reported on the most recent 10-Q, 10-K or 8-K (as applicable) (y) the VWAP of the Common Stock on such date of determination..


 


(tt)
“Maturity Date” shall mean April 4, 2024; provided, however, the Maturity Date may be extended at the option of the
Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred
and be continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date
that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is
publicly announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to
convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder,
the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.


 


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


 


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


 


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


 


(xx)
“Outstanding Principal Value” as of any time of determination, means all outstanding Principal of this Note as of
such time of determination.


 


(yy)
“Outstanding Value” means, as of any time of determination, the sum of (i) the Outstanding Principal Value of this
Note, (ii) accrued and unpaid Interest, and (iii) accrued and unpaid Late Charges (as defined in Section 26(c)) on such Outstanding Principal
Value and Interest, in each case, as of such time of determination.


 


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


 




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(aaa)
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set
forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date (excluding any Permitted Intercompany
Indebtedness), (iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition
of Permitted Liens, (iv) any Indebtedness of Lucid Diagnostics or any of its subsidiaries (provided that any such Indebtedness may not
be guaranteed by, or secured by a pledge of the assets of, the Company or any of its Subsidiaries (other than Lucid Diagnostics and its
subsidiaries)), (v) Permitted Insurance Indebtedness, and (vi) up to $12,000,000 of Permitted Intercompany Indebtedness.


 


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


 


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


 


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


 




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


 


(fff)
“Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading
Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed
$1.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after
the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations,
recapitalizations or other similar transactions during any such measuring period.


 


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


 


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


 


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


 


(jjj)
“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Installment Notices with respect
to any Installment Redemption, the Company Optional Redemption Notices, the Subsequent Placement Optional Redemption Notices and the
Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption Notice.”


 




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(kkk)
“Redemption Premium” means 132.5%.


 


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


 


(mmm)
“Remaining Option Value” means, as of any time of determination, the remaining option value of this Note as of such
time of determination calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day ended immediately
preceding such time of determination, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the
remaining term of this Note, (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day
volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the
Trading Day ended immediately preceding such time of determination.


 


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


 


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


 


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


 


(qqq)
“Subscription Date” means March 31, 2022.


 


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


 


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


 


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


 




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


 


(vvv)
“Veris Health” means Veris Health Inc., a Delaware corporation.


 


(www)
“Veris Health Call Right” means that certain call right in favor of Oncodisc Holdings LLC pursuant to the shareholders
agreement of Veris Health as in effect as of the date hereof.


 


(xxx)
“Volume Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume
(as reported on Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending
on the Trading Day immediately preceding such date of determination (such period, the “Volume Failure Measuring Period”),
is less than $2,000,000 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
occurring after the Subscription Date).


 


(yyy)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange
or securities market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00
p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or,
if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as
reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the
average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in
The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 25. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 




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34.
DISCLOSURE. Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance
with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute
material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day of
such receipt or prior to (or simultaneous with) such delivery, as applicable, publicly disclose such material, non-public information
on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information
relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice
(or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice
(or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information
contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing
contained in this Section 34 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(l) of the Securities
Purchase Agreement.


 


35.
ABSENCE OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent
of the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company
or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement
signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such
an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by
the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any
such information to any third party.


 


[signature
page follows]


 




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


 


 


	 	PAVMED
    INC.  
	 	 
	 	By:
    	      
	 	Name:	 
	 	Title:	 


 


Senior
Convertible Note - Signature Page