Exhibit 10.2


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement
(this “Agreement”) is dated as of September 30, 2022, between CorpHousing Group Inc., a Delaware corporation (the
 “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, securities of the Company.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1            Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.7.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Amendment to Registration
Rights Agreement” means the Amended and Restated Registration Rights Agreement dated the date hereof between the Company and
the Purchasers, substantially in the form of Exhibit C hereto.


 


“Amendment to Security
Agreement” means the Amended and Restated Guaranty and Security Agreement dated the date hereof among the Company and its subsidiaries
and Greenle Partners LLC, as secured party, substantially in the form of Exhibit D hereto.


 


“Board of Directors”
means the board of directors of the Company.


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing Date”
means, with respect to each Closing, the Business Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto in connection with such Closing, and all conditions precedent to (i) the Purchasers’ obligations
to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities as to such Closing, in each case,
have been satisfied or waived.


 






     


     


    

 


“Closing”
means each closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock, par value $0.00001 per share, of the Company and any other class of securities into which such securities may
hereafter be reclassified or changed.


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time shares of Common
Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible
into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.


 


“Company Counsel”
means Graubard Miller, with offices located at 405 Lexington Avenue, New York, New York 10174.


 


“Conversion Price”
shall have the meaning ascribed to such term in the Notes.


 


“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of the Notes.


 


“Disclosure Schedules”
shall have the meaning ascribed to such term in Section 3.1.


 


“Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(r).


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or
consultants of the Company pursuant to the Company’s existing stock option and/or restricted stock plans or stock option
and/or restricted stock plans which come into effect following the date hereof, (b) securities upon the exercise or exchange of
or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock, issued and outstanding on the date of this Agreement, or pursuant to other agreements of the Company existing prior
to the date hereof and listed on Schedule 3.1(g), provided that such securities and/or agreements have not been amended since
the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“Existing Notes”
means the outstanding 15% OID Senior Secured Convertible Promissory Notes issued by the Company pursuant to the May 2022 SPA or the
June 2022 SPA, and any promissory notes issued upon registration of transfer thereof or in exchange therefor.


 


“Existing SPA”
means, collectively, the May 2022 SPA and the June 2022 SPA, each as amended to the date hereof.


 






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“Existing Warrants”
means the outstanding Warrants issued pursuant to the May 2022 SPA or the June 2022 SPA to the original purchasers of the Existing
Notes, and any warrants issued upon registration of transfer thereof.


 


“FCPA” means
the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP” shall
have the meaning ascribed to such term in Section 3.1(h).


 


“Intellectual Property
Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“June 2022 SPA”
means the Securities Purchase Agreement dated as of June 30, 2022 between the Company and the original purchaser of the Existing
Notes issued thereunder, as amended or supplemented from time to time.


 


“Legend Removal Date”
shall have the meaning ascribed to such term in Section 4.1(c).


 


“Liens” means
a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse Effect”
shall have the meaning assigned to such term in Section 3.1(b).


 


“Material Permits”
shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum Rate”
shall have the meaning ascribed to such term in Section 5.17.


 


“May 2022 SPA”
means the Securities Purchase Agreement dated as of May 27, 2022 between the Company and the original purchaser of the Existing Notes
issued thereunder, as amended or supplemented from time to time.


 


“Notes” shall
mean all of the Notes issued or issuable pursuant to this Agreement, substantially in the form of Exhibit A hereto.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Property”
means hotel property in which a Purchaser elects to take a Revenue Share as provided in Section 5.1, and each other hotel property
that is a replacement property as provided in Section 5.1 or that the Company and the Purchasers shall agree in writing is a “Property”
for purposes of Section 5.1, including the provisions of Section 5.1(f).


 


“Public Information
Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public Information
Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 






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“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.10.


 


“Registration Rights
Agreement” means the Registration Rights Agreement dated as of May 27, 2022 between the Company and the holder of the Existing
Notes, as amended on the date hereof by the Amendment to Registration Rights Agreement and as further amended or supplemented from time
to time.


 


“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required Minimum”
means, as of any date, 300% of the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future
pursuant to the Transaction Documents, including any Conversion Shares issuable upon conversion in full of all of the Notes and any Warrant
Shares issuable upon exercise in full of all of the Warrants, ignoring any conversion limits set forth therein.


 


“Revenue Share”
shall have the meaning ascribed to such term in Section 5.1.





 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Securities”
means the Notes, the Conversion Shares, the Warrants and the Warrant Shares.


 


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


 


“Security Agreement”
means the Guaranty and Security Agreement dated as of May 27, 2022 between the Company and the holder of the Existing Notes, as amended
on the date hereof by the Amendment to Security Agreement and as further amended or supplemented from time to time.


 


“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription Amount”
shall mean, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder as specified below such
Purchaser’s name under the heading “Subscription Amount,” on the signature page hereto
executed by such Purchaser, which amount in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or
indirect subsidiary of the Company formed or acquired after the date hereof.


 


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


 






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“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the
OTC Bulletin Board or the OTC Markets (or any successors to any of the foregoing).


 


“Transaction Documents”
means this Agreement, the Notes, the Warrants, the Amendment to Registration Rights Agreement, the Amendment to Security Agreement, the
Transfer Agent Instruction Letter, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection
with the transactions contemplated hereunder.


 


“Transfer Agent” means Continental
Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of 1 State Street, 30th
Floor, New York, New York 10004-1561, and any successor transfer agent of the Company.


 


“Transfer Agent Instruction
Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue shares of Common
Stock upon conversion of the Notes and the exercise of the Warrants, substantially in the form of Exhibit E attached hereto.


 


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


 


“Warrant Amount”
means, with respect to any Closing, an amount equal to one hundred percent (100%) of the aggregate principal amount of Notes purchased
by the Purchasers at such Closing divided by the initial Conversion Price of such Notes.


 


“Warrants”
shall mean all of the Warrants issued or issuable pursuant to this Agreement, substantially in the form of Exhibit B hereto.


 


“Warrant Shares”
means, collectively, the shares of Common Stock issuable upon exercise of the Warrants.


 






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ARTICLE II.


PURCHASE AND SALE


 





2.1           Closing.
The Purchasers may, subject to the terms and conditions hereof, purchase an aggregate of up to $2,500,000 in aggregate Subscription Amount
of Notes and Warrants (to purchase an aggregate of $2,875,000 principal amount of Notes and Warrants to purchase an aggregate of 718,750
shares of Common Stock, in one or more tranches (each a “Tranche”), with the first Tranche of $1,225,000 in Subscription
Amount of Notes (to purchase an aggregate of $1,408,750 in principal amount of Notes) and Warrants to purchase an aggregate of 352,188
shares of Common Stock being closed within three (3) Business Days of the date hereof. The Closing for each additional Tranche, if
any, will occur, at the mutual election of the Company and the Purchasers, at such time or times as the Company and the Purchasers shall
agree. Notwithstanding the mutual election of the Company and the Purchasers to proceed to any additional Closing, the Purchasers shall
not be required to fund any additional Tranche if the Company is then in default under the terms of this Agreement or the Notes or if
the conditions to such Closing in Section 2.3(b) are not then satisfied. At each Closing,
each Purchaser shall purchase its Subscription Amount of the Notes for such Closing (as set forth on the signature page hereto executed
by such Purchaser, as such signature page may be supplemented or amended) and shall deliver to the Company, via wire transfer or
a certified check, immediately available funds equal to such Purchaser’s Subscription Amount for such Closing, and the Company shall
deliver to each Purchaser its respective Notes and Warrants for such Closing (as set forth on the signature page hereto executed
by such Purchaser, as such signature page may be supplemented or amended), and the Company and each Purchaser shall deliver the other
items set forth in Section 2.3 deliverable at such Closing. Upon satisfaction of the covenants and conditions set forth in
Sections 2.3 and 2.4 for the applicable Closing, the Closing shall occur at the offices of the Purchaser’s counsel
or such other location as the parties shall mutually agree.


 


2.2            Deliveries.


 


(a)            On
or prior to each Closing Date (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser
the following:


 


(i)            at
the Closing of the first Tranche, this Agreement duly executed by the Company;


 


(ii)            at
the Closing of the first Tranche, the Transfer Agent Instruction Letter with respect to (a) the Conversion Shares and Warrant Shares
issuable in respect to the Notes and Warrants to be issued at such Closing and (b) the shares of Common Stock underlying the Existing
Notes and the Existing Warrants, duly executed by the Company and the Transfer Agent, and at each subsequent Closing, evidence satisfactory
to the Purchasers that the number of shares of Common Stock reserved for issuance under the Transfer Agent Instruction Letter has been
sufficiently increased to give effect to the Notes and Warrants to be issued by the Company at such Closing;


 


(iii)            at
the Closing of the first Tranche, the Amendment to Registration Rights Agreement and the Amendment to Security Agreement, each duly executed
by the Company and the Subsidiaries of the Company, as applicable;


 


(iv)            at
each Closing, an executed Note in the principal amount equal to the principal amount of Notes to be purchased by such Purchaser at such
Closing as set forth on the signature page hereto executed by such Purchaser;


 


(v)            at
each Closing, an executed Warrant to purchase the number of shares of Common Stock to be purchased by such Purchaser at such Closing as
set forth on the signature page hereto executed by such Purchaser;


 


(vi)            at
the Closing of the first Tranche, the Disclosure Schedules of the Company; and


 






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(vii)            at
each Closing, an officers’ certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying
that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company
has complied with all obligations, covenants and agreements of the Company set forth herein on or prior to such Closing Date, or a bring
down letter of such officers relating to the same in a form reasonably acceptable to the Purchasers.


 


(b)            On
or prior to each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)            at
the Closing of the first Tranche, this Agreement duly executed by such Purchaser;


 


(ii)            at
the Closing of the first Tranche, the Amendment to Registration Rights Agreement and the Amendment to Security Agreement, each duly executed
by such Purchaser and the Greenle Partners LLC, as collateral agent;


 


(iii)            such
Purchaser’s Subscription Amount for such Closing as set forth on the signature page hereto
executed by such Purchaser, by wire transfer to the account specified in writing by the Company; and


 


(iv)            if
such Purchaser is not currently a party to this Agreement, a joinder agreement to this Agreement duly executed by such Purchaser pursuant
to which such Purchaser shall become a party to this Agreement.


 


2.3            Closing
Conditions.


 


(a)            The
obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:


 





(i)            the
accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)            all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have
been performed; and


 


(iii)            the
delivery by each Purchaser of the required items set forth in Section 2.2(b) of this Agreement.


 


(b)            The
respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)            the
accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);


 






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(ii)            all
obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been
performed;


 


(iii)            the
delivery by the Company of the required items set forth in Section 2.2(a) of this Agreement; and


 


(iv)            there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)            from
the date hereof to the applicable Closing Date, at any time prior to the applicable Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades
are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at such Closing.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1            Representations
and Warranties of the Company. Except as set forth in the disclosure schedules of the Company delivered to the Purchasers at the Closing
(the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes
the following representations and warranties to each Purchaser:


 


(a)            Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the Company’s Registration Statement on Form S-1
(Registration No. 333-262114) (as so amended, the “Registration Statement”), including under the heading therein entitled
 “Certain Corporate Information and Definitions” and on Exhibit 21 to the Registration Statement. The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than the Liens
securing the Existing Notes, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are
fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,
all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)            Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a
material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification. Notwithstanding the foregoing, for purposes of this Agreement, “Material
Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable
to: (A) general economic or political conditions; (B) conditions generally affecting the industries in which the Company operates;
(C) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price
of any security or any market index or any change in prevailing interest rates; (D) acts of war (whether or not declared), armed
hostilities or terrorism, or the escalation or worsening thereof; (E) any action required or permitted by this Agreement or any action
taken (or omitted to be taken) with the written consent of or at the written request of the Purchasers; (F) any changes in applicable
laws or accounting rules (including GAAP (as defined below)) or the enforcement, implementation or interpretation thereof; (G) the
announcement, pendency or completion of the transactions contemplated by this Agreement; (H) any natural or man-made disaster or
acts of God; or (I) any failure by any Company to meet any internal or published projections, forecasts or revenue or earnings predictions
(provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).


 






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(c)            Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.


 


(d)            No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it
is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do
not and will not: (i) except as set forth on Schedule 3.1(d) hereto, conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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(e)            Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant
to Section 4.6 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance
and sale of the Securities and the listing of the Conversion Shares and the Warrant Shares for trading thereon in the time and manner
required thereby, and (iii) the filing of a Form D with the Commission and such filings as are required to be made under applicable
state securities laws (collectively, the “Required Approvals”).


 


(f)            Issuance
of the Securities. The Conversion Shares and the Warrant Shares, when issued in accordance with the terms of the Transaction Documents,
will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer
provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock 2,465,313 shares of Common
Stock for issuance of the Conversion Shares and the Warrant Shares relating to the conversion or exercise of the Notes and Warrants issued
in connection with the closing of the first Tranche hereunder, which number of shares shall be promptly adjusted upon consummation of
the closing or each additional Tranche hereunder, if any, or any other event affecting the applicable conversion or exercise prices of
the Notes or the Warrants.


 


(g)            Capitalization.
Except for the Existing Notes and the Existing Warrants, the capitalization of the Company is as set forth in on Schedule 3.1(g),
which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates
of the Company as of the date hereof. Except as set forth in the Existing SPAs, no Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set
forth on Schedule 3.1(g) and except as a result of the purchase and sale of the Existing Notes, the Existing Warrants and
the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right
to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale
of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any
of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and
nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 






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(h)            SEC
Reports; Financial Statements. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the
exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not and since
its incorporation never has been a “shell” company as defined in Section 405 of the Securities Act. The financial
statements of the Company (the “Financial Statements”) included in Registration Statement and the SEC Reports
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the
results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 


(i)            Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest balance sheet included in the Financial Statements,
except as specifically disclosed in the Registration Statement, including under the heading therein entitled “Prospectus Summary
 – Recent Developments’ or Schedule 3(i) hereto or in a subsequently filed SEC Report prior to the date hereof: (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, letters of credit
relating to accommodation unit properties, and accrued expenses incurred in the ordinary course of business consistent with past practice,
(B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP and (C) the Existing
Notes, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares
of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option and restricted stock plans. Except for the transactions prescribed by this Agreement and the other agreements
and documents being delivered in connection herewith and the transactions prescribed by the Existing SPA and the other agreements and
documents delivered in connection therewith , no event, liability, fact, circumstance, occurrence or development has occurred or exists
or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties,
operations, assets or financial condition, that would be required to be disclosed by an issuer subject to the reporting obligations of
the Exchange Act at the time this representation is made or deemed made that has not been included in Registration Statement, the Disclosure
Schedules or the Financial Statements.


 


(j)            Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except
as disclosed in the Registration Statement, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been
the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of
fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order
or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act
or the Securities Act.


 






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(k)            Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. Except as described in the Registration Statement, including
under the heading therein entitled “Business – Human Capital,” none of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and
foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(l)            Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental
authority, or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety,
product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result
in a Material Adverse Effect.


 


(m)            Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such
permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the
Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.


 


(n)            Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and
good and marketable title in all personal property owned by them that is material to the business of the Company and the
Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by the Company and the
Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made
therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iii) Liens
securing the Existing Notes. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 






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(o)            Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material
Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary
has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned,
or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company
nor any Subsidiary has received a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate
or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To
the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person
of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(p)            Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, without limitation,
directors and officers insurance coverage at least equal to the initial Subscription Amount. Neither the Company nor any Subsidiary has
any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(q)            Transactions
With Affiliates and Employees. Except as disclosed in the Registration Statement, including under the heading therein entitled “Certain
Relationships and Related Party Transactions,” or as set forth on Schedule 3.1(i), none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment
of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) other
employee benefits, including stock option agreements under any stock option plan of the Company.


 


(r)            Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the SEC Reports, the Company and
the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by
the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented
in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of
the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been
no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries
that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company
and its Subsidiaries.


 






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(s)            Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by the Transaction Documents.


 


(t)            Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 





(u)            No
 “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person
(as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through
(viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”).
To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company
Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company
Covered Persons do not include (a) any Purchaser, or (b) any person or entity that is deemed to be an affiliated issuer of the
Company solely as a result of the relationship between the Company and any Purchaser.


 


(v)            Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.


 


(w)            Registration
Rights. Except as disclosed in the Registration Statement, no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


 


(x)            Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as may be disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 






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(y)            Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers
will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or
on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions
contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve
months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(z)            No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration
of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on
which any of the securities of the Company are listed or designated.


 


(aa)          Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and each of its Subsidiaries (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject as and
when due subject to any applicable extensions, (ii) has paid all taxes and other governmental assessments and charges that are material
in amount, whether or not shown or determined to be due on such returns, reports and declarations, and (iii) has set aside on its
books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company or of any Subsidiary know of no basis for any such claim.


 


(bb)         No
General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(cc)          Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor any agent or other Person acting on behalf of the Company or any Subsidiary,
has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related
to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees
or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the Company is aware) which is in violation
of law, or (iv) violated in any material respect any provision of FCPA.


 






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(dd)         Accountants.
To the knowledge and belief of the Company, the Company’s accounting firm, Grassi & Co., CPAs, P.C.: (i) is
a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial
statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.





 


(ee)          No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by
the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company
is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any
of its obligations under any of the Transaction Documents.


 


(ff)           Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.


 


(gg)         Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Section 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after a closing of this or future private placement transactions, may negatively impact
the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the
Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may
engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value of the Conversion Shares deliverable with respect to Securities are being determined, and (z) such hedging
activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that
the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach
of any of the Transaction Documents.


 


(hh)         Stock
Option Plans. Except as set forth in the Registration Statement, the Company does not currently have or maintain any stock option
or other equity incentive plan for its directors, employees or consultants.


 






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(ii)            Regulation
M Compliance. The Company has not, and no one acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,
other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the
placement of the Securities.


 


(jj)            Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor any director, officer, agent, employee or affiliate of the Company
or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”).


 


(kk)          U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.


 


(ll)            Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a
bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.


 


(mm)        Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material
respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company
or any Subsidiary, threatened.


 


3.2            Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of each Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)            Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it
in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(b)            Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state
securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution
of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting
such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such Purchaser is
acquiring the Securities hereunder in the ordinary course of its business.


 


(c)            Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it converts any Notes or exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act.


 


(d)            Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)            General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or any other general solicitation or general advertisement.


 


(f)            No
 “Bad Actor” Disqualification. Neither (A) such Purchaser nor (B) any entity that controls such Purchaser or
is under the control of, or under common control with, such Person, is subject to any Disqualification Event. Such Purchaser has exercised
reasonable care to determine the accuracy of the representation made by such Purchaser in this paragraph, and agrees to notify the Company
if such Purchaser becomes aware of any fact that makes the representation given by such Purchaser hereunder inaccurate.


 


(g)            Disclosure
of Information. Purchaser acknowledges that it has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the sale of the Securities and the business, properties, prospects and financial condition of the Company
and its Subsidiaries. Any questions raised by Purchaser concerning the Company and its subsidiaries or the Securities have been answered
to the satisfaction of Purchaser. Purchaser’s decision to purchase the Securities is based solely on the information obtained during
the course of Purchaser’s due diligence review and on the response to such questions as Purchaser has raised concerning the Securities
or the Company and its Subsidiaries.


 






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(h)            Unlawful
Activities. (i) No part of the funds used by Purchaser to acquire any Securities under this Agreement has been, or shall be,
directly or indirectly derived from, or related to, any activity that may contravene United States federal or state or non-United States
laws or regulations, including, without limitation, laws and regulations relating to anti-money laundering, terrorist financing and other
illegal activities; (ii) no capital commitment, contribution or payment to the Company by Purchaser and no distribution to Purchaser
shall cause the Company to be in violation of any applicable anti-money laundering laws or regulations, including, without limitation,
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act
of 2001 and the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”) regulations (the “Sanction
Regulations”); and (iii) none of the funds of Purchaser have been derived from any unlawful activity. Without limiting the
foregoing: (1) Purchaser is in compliance with Executive Order 13224 (September 23, 2001), the rules and regulations of
OFAC and any enabling legislation or other executive orders in respect thereof; (2) at all times, (I) none of the funds or other
assets of Purchaser constitutes property of, or are beneficially owned, directly or indirectly, by any Person, entity or government subject
to trade restrictions under U.S. law (including, without limitation, the International Emergency Economic Powers Act, 50 U.S.C. §§
1701 et seq., Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder) (any
such Person, an “Embargoed Person”); (II) no Embargoed Person has any interest of any nature whatsoever in Investor;
and (III) if applicable to Investor, Investor has implemented a corporate anti-money laundering plan that is reasonably designed
to ensure compliance with applicable foreign and U.S. anti-money laundering law; and (4) none of the investors, officers, directors,
managers, members or partners of Investor appear on any lists published by OFAC with respect to Persons that have been designated by executive
order or by the Sanction Regulations as Persons with whom U.S. Persons may not transact business or must limit their interactions to types
approved by OFAC or otherwise. Investor shall promptly notify the Company if any of these representations in this paragraph ceases to
be true and accurate regarding Investor.


 


The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely
on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transaction contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES





 


4.1            Transfer
Restrictions.


 


(a)            The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have
the rights and obligations of a Purchaser under this Agreement.


 






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(b)            The
Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form or a substantially similar form as may be required by the Company’s Transfer Agent:


 


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


 


The Company acknowledges and
agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant
a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined
in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of the Transaction Agreements and, if required
under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such
a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party
or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities, including, if the Securities are registered under a registration statement,
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 






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(c)            The
Conversion Shares and the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof):
(i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such Conversion Shares or Warrant Shares pursuant to Rule 144, (iii) if such Conversion Shares or Warrant Shares
are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such Conversion Shares or Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). Upon request of the Purchaser, the Company shall cause its counsel to issue a legal opinion to
the Transfer Agent promptly after the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the
Transfer Agent to effect the removal of the legend hereunder; provided that the opinion of counsel delivered in connection with clause
(i) may contain provisions that such opinion may be withdrawn at any time by counsel upon any applicable registration statement no
longer being effective and may be issued in reliance upon the Company undertaking in writing to such counsel to immediately place stop
transfer orders on such securities if the applicable registration statement is no longer effective and foregoing clauses (iii) or
(iv) are not then applicable. If all or any Notes are converted or Warrants exercised at a time when there is an effective registration
statement to cover the resale of the Conversion Shares or Warrant Shares, or if such Conversion Shares or Warrant Shares may be sold under
Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the Conversion
Shares or Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current
public information required under Rule 144 as to such Conversion Shares or Warrant Shares and without volume or manner-of-sale restrictions
or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission), then such Conversion Shares or Warrant Shares shall be issued free of all legends.
The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than
three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of the Conversion Shares or Warrant Shares,
as applicable, issued with a restrictive legend (such third Trading Day, the “Legend Removal Date”), deliver or cause
to be delivered to such Purchaser Conversion Shares or Warrant Shares, as applicable, that are free from all restrictive and other legends.
The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4. Conversion Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the
Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System
as directed by such Purchaser.


 





(d)            So
long as providing the certificate without the legend is allowed under applicable securities laws, in addition to such Purchaser’s
other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each
$1,000 of Conversion Shares or Warrant Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the
Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to
$20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the fifth (5th)
Trading Day immediately following the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit
such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities
as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.2            Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under
the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and the Warrant Shares pursuant
to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3            Furnishing
of Information; Public Information. (a) The Company agrees to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) after the date hereof all reports required to be filed by the Company on the date hereof pursuant to the
Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)            At
any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the
Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s
other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason
of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate
Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th)
day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure
is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares
pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred
to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier
of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third
(3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event
the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s
right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 






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4.4            Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.5            Conversion
and Exercise Procedures. The form of Notice of Conversion included in the Notes and the form of Notice of Exercise included in the
Warrants set forth the totality of the procedures required of the Purchasers in order to convert the Notes or exercise the Warrants (except,
in the case of the Warrants, for the making of any required payments by the holder thereof to the Company). Without limiting the preceding
sentences, no ink-original Offering Notice Response, Notice of Conversion or Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form or Notice of Exercise form be required in order
to convert the Notes or exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the
Purchasers to convert their Notes or exercise their Warrants. The Company shall honor conversions of the Notes and exercises of the Warrants
and shall deliver Conversion Shares or Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth
in the Transaction Documents.


 


4.6            Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately
following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and
(b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within
the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser
that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any
of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press
releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press
release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of
any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall
not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall
promptly provide the other party with prior notice of such public statement or communication. The Company shall not, and shall cause
each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide
any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date
hereof without the express prior written consent of such Purchaser. If a Purchaser has, or believes it has, received any such
material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of
their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The
Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material, nonpublic
information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their
respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the
Transaction Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public
advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or
any of its or their respective officers, directors, employees, affiliates or agents. No Purchaser shall have any liability to the
Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for
any such disclosure. To the extent that the Company delivers any material, nonpublic information to a Purchaser without such
Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to
the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to,
or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not
to trade on the basis of, such material, nonpublic information. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in
connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required
by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure
permitted under this clause (b).


 






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4.7            Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.


 


4.8            Non-Public
Information. The Company shall not, and shall cause each of its Subsidiaries and each of its and their respective officers, directors,
employees, affiliates and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of
its Subsidiaries from and after the date hereof without the express prior written consent of such Purchaser. If a Purchaser has, or believes
it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its
Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written
notice thereof. The Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material,
nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their
respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction
Documents, a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise,
of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective
officers, directors, employees, affiliates or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of
its or their respective officers, directors, employees, affiliates, stockholders or agents for any such disclosure. To the extent that
the Company delivers any material, nonpublic information to a Purchaser without such Purchaser’s consent, the Company hereby covenants
and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective
officers, directors, employees, affiliates or agent with respect to, or a duty to the Company, any of its Subsidiaries or any of their
respective officers, directors, employees, affiliates or agent not to trade on the basis of, such material, nonpublic information.


 






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4.9            Use
of Proceeds. The Company shall use the proceeds from this offering as cash collateral for letters of credit delivered as security
deposits in connection with the leasing of hotel properties and for general corporate and working capital purposes.


 


4.10            Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a
 “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs
of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the
representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or
(b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by
the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or
covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such
stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party
which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser
Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company
in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except
to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company
has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of
such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a
Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or
(z) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this
Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.
The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party
against the Company or others and any liabilities the Company may be subject to pursuant to law.


 






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4.11            Reservation
and Listing of Securities.


 


(a)            The
Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in
such amount as equals the Required Minimum.


 


(b)            If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than (i) the Required
Minimum on such date, minus (ii) the number of shares of Common Stock previously issued pursuant to the Transaction Documents, then
the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation
to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time (minus the number
of shares of Common Stock previously issued pursuant to the Transaction Documents), as soon as possible and in any event not later than
the 90th day after such date, provided that the Company will not be required at any time to authorize a number of shares
of Common Stock greater than the maximum remaining number of shares of Common Stock that could possibly be issued after such time pursuant
to the Transaction Documents.


 


(c)            The
Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on
the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such listing or quotation, and
(iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such
Trading Market or another Trading Market.


 


4.12            Sale
or Transfer of Assets. So long as the Notes remain outstanding, neither the Company, nor any Subsidiary of the Company, shall, without
each Purchaser’s written consent, sell, lease or otherwise dispose of or transfer any significant portion of its assets outside
the ordinary course of business; provided, however, that for purposes of clarity, it is understood that the Company enters, trades, modifies
and terminates early real property leases from time to time as part of its operations in the ordinary course of business. Any consent
to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. In addition, so long as the Notes
remain outstanding, neither the Company nor any Subsidiary shall sell or transfer or otherwise dispose of any assets to any Subsidiary
that is not a guarantor under, and a party to, the Security Agreement.


 


4.13            Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered
to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser
by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities
or otherwise.


 


4.14            Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it,
nor any Affiliate acting on its behalf or pursuant to any understanding with it, will until the date that the Notes are no longer outstanding,
execute any Short Sales of the Common Stock (provided that this provision shall not prohibit any sales made where a corresponding Notice
of Conversion or Notice of Exercise is tendered to the Company and the shares received upon such conversion or exercise are used to close
out such sale) (a “Prohibited Short Sale”). Each Purchaser, severally and not jointly with the other Purchasers, covenants
that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain
the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure
Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced
by the Company in a press release as described in Section 4.6, (ii) except for a Prohibited Short Sale, no Purchaser shall be
restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws,
and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


 






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4.15            Form D;
Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and
to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers under applicable
securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon
request of any Purchaser.


 


4.16            Piggy-Back
Registrations.  If at any time while any of the Notes or the Warrants remain outstanding there is not an effective
registration statement under the Securities Act covering all of the Conversion Shares and the Warrant Shares (the “Registrable
Securities”) and the Company shall determine to prepare and file with the Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on
Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Company shall send to each Purchaser then holding Notes or
Warrants written notice of such determination and, if within fifteen calendar days after receipt of such notice, any such Purchaser
shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities
such Purchaser requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights
and subject to the applicable terms of such registration rights. The rights provided in this Section shall not apply with
respect to any registration statement filed in connection with any follow-on primary offering by the Company so long as no equity
securities will be offered under such registration statement for the account of others. Notwithstanding the foregoing, a security
shall cease to be a Registrable Security for purposes of this Agreement from and after such time as the Purchasers may resell such
security without volume restrictions under Rule 144, as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Purchaser.


 


4.17            Liens.
So long as any of the Notes remain outstanding, the Company shall not, without the prior written consent of each Purchaser, incur,
create, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereinafter acquired, except for (a) Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings; (b) non-consensual Liens arising by
operation of law, arising in the ordinary course of business, and for amounts which are not overdue for a period of more than 30 days
or that are being contested in good faith by appropriate proceedings; (c) Liens on property securing indebtedness incurred by the
Company or any of its Subsidiaries to provide funds for all or a portion of the cost of acquiring, leasing, constructing, altering, expanding,
improving or repairing such property; (d) Liens securing purchase money Indebtedness incurred in connection with the acquisition
of capital assets by the Company or any Subsidiary in the ordinary course of business; (e) Liens securing the Existing Notes; or
(f) Liens listed on Schedule 4.17 of the Disclosure Schedules.


 






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4.18            Other
Indebtedness. Except with respect to the Existing Notes or as set forth on Schedule 4.18, so long as any of the Notes remain outstanding,
the Company shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any Indebtedness
that is senior to or pari passu with (in priority of payment and performance) the Company's obligations hereunder or
under the Notes, or that matures prior to the maturity date of the Notes. As used herein, the term "Indebtedness" means
(a) all indebtedness of the Company for borrowed money or for the deferred purchase price of property or services, including any
type of letters of credit, but not including deferred purchase price obligations in place as of the Closing Date or obligations to trade
creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures
or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Company to finance the purchase of fixed
or capital assets, including all capital lease obligations of the Company which do not exceed the purchase price of the assets funded,
(d) all guarantee obligations of the Company in respect of obligations of the kind referred to in clauses (a) through (c) above
that the Company would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through
(d) above that the Company is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder
of such obligation has an existing right, contingent or otherwise, to be secured and/or unsecured by) any Lien on property (including
accounts and contract rights) owned by the Company, whether or not the Company has assumed or become liable for the payment of such obligation.


 


4.19            Distributions
on Capital Stock. So long as any of the Notes remain outstanding, the Company shall not without each Purchaser’s written consent,
(a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities)
on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly
or indirectly or through any Subsidiary make any other payment or distribution in respect of its capital stock.


 


4.20            Restriction
on Stock Repurchases and Debt Repayments. So long as any of the Notes remain outstanding, the Company shall not, without each Purchaser’s
prior written consent, (a) redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities
or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights
or options to purchase or acquire any such shares, or (b) repay any pari passu or subordinated indebtedness of the
Company or repay any indebtedness to the Company’s officers, directors or other Affiliates, except for the repayment of the Existing
Notes. Notwithstanding the foregoing, the Company shall be permitted to effect the following without the consent of the Purchasers: (i) dividends
or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (ii) repurchases of
stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary
in connection with the cessation of such employment or service at no greater than the original purchase price thereof.


 


4.21            Advances
and Loans; Affiliate Transactions. So long as any of the Notes remain outstanding, the Company shall not, without each Purchaser’s
written consent, lend money, give credit, or make advances to any person, firm, joint venture or corporation, including, without limitation,
officers, directors, employees, subsidiaries and affiliates of the Company, except loans, credits or advances (a) in existence or
committed on the Closing Date and which the Company has informed each Purchaser in writing prior to the Closing Date, (b) in regard
to transactions with unaffiliated third parties, made in the ordinary course of business, or (c) in regard to transactions with unaffiliated
third parties, not in excess of $50,000. So long as any of the Notes remain outstanding, the Company shall not, without each Purchaser’s
written consent, enter into any transaction with Affiliates, except transactions with affiliates made in the ordinary course of business;
provided, however, that nothing in this Section 4.21 shall prohibit the Company from entering into any transaction with an Affiliate
for the purpose of the Affiliate making a loan or advance to the Company.


 






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4.22            Proceeds
of Other Equity or Debt Issuances or Asset Sales.


 


(a)            The
Company agrees to provide to the Purchasers at least three (3) Business Days’ prior written notice of any proposed
(i) sales of debt or equity securities in a Qualified Financing (as defined in the Notes), and (ii) sales of assets
outside the ordinary course of business (each, a “Funding Transaction”) and, upon the written request of one or
more Purchasers delivered to the Company no later than three (3) Business Days following receipt of any such notice, to repay
the principal amount of the Notes held by such Purchaser(s), on a pro rata basis if Purchasers have requested the repayment of an
aggregate principal amount of Notes that is more than the net proceeds of such Funding Transaction, at a repayment price equal to
one hundred fifteen percent (115%) of the principal amount to be repaid, together with all accrued and unpaid interest on such
principal amount, within three (3) Business Days of the closing of such Funding Transaction, from the net proceeds of the
Funding Transaction, prior to applying the net proceeds of the Funding Transaction for any other purposes.


 


(b)            The
Purchasers hereby waive any notice of such prepayment pursuant to this Section 4.22 as would otherwise be required by Section 2(e) of
the Notes or the Existing Notes. Notwithstanding anything to the contrary contained herein in this Section 4.22, nothing in this
Section 4.22 shall limit the ability of the Company to prepay the Notes or Existing Notes at any time in accordance with the terms
thereof.


 


4.23            Additional
Securities Issuances. So long as any of the Notes remain outstanding, without the prior written
consent of the Purchasers, the Company shall not issue any indebtedness for money borrowed that has a variable conversion rate or enter
into any transaction for merchant cash advances.


 


4.24            Participation
in Future Financing.


 


(a)            From
the date hereof until the date that is the later of (i) the date on which no Notes are outstanding and (ii) the 18-month anniversary
of the Closing Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration,
indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate
in such Subsequent Financing in an amount up to an amount equal to such Purchaser’s Subscription Amount, or if the amount of the
Subsequent Financing is less than the aggregate Subscription Amounts of all of the Purchasers, such Purchaser’s Pro Rata Portion
(such amount, the “Participation Maximum”), on the same terms, conditions and price provided for in the Subsequent
Financing.


 






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(b)            At
least three (3) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon
the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended
to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall
include a term sheet or similar document relating thereto as an attachment.


 


(c)            Any
Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New
York City time) on the second (2nd) Trading Day after all of the Purchasers have received the Pre-Notice that such Purchaser
is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting
that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice.
If the Company receives no such notice from a Purchaser as of such second (2nd) Trading Day, such Purchaser shall be deemed
to have notified the Company that it does not elect to participate.


 


(d)            If
by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers have received the
Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees
to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may consummate the remaining
portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 


(e)            If
by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of the Purchasers have received the
Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate
amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the
Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased
by a Purchaser participating under this Section 4.24 and (y) the sum of the aggregate Subscription Amounts of Securities purchased
by all Purchasers participating under this Section 4.24.


 


(f)            The
Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation
set forth above in this Section 4.24, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial
Subsequent Financing Notice.


 


(g)            The
Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related
to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions
on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or grant any
waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser.


 






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(h)            Notwithstanding
anything to the contrary in this Section 4.24 and unless otherwise agreed to by such Purchaser, the Company shall either confirm
in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be
in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing
Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has
been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be
deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with
respect to the Company or any of its Subsidiaries.


 


(i)            Notwithstanding
the foregoing, this Section 4.24 shall not apply in respect of an Exempt Issuance.


 


4.25            Right
of First Refusal. If from the date hereof until the date that is the later of (i) the date on which no Notes are outstanding
and (ii) the 18-month anniversary of the Closing Date, the Company or any Subsidiary has a bona fide offer of capital or financing
from any third party that the Company or Subsidiary intends to act upon, then the Company must first offer such opportunity to the Purchasers
to provide such capital or financing to the Company or Subsidiary on the same terms as each respective third party’s terms. Should
the Purchasers be unwilling or unable to provide such capital or financing to the Company within ten (10) Trading Days from the Purchasers’
receipt of written notice of the offer (the “Offer Notice”) from the Company, then the Company or Subsidiary may obtain
such capital or financing from that respective third party upon the exact same terms and conditions offered by the Company to the Purchaser,
which transaction must be completed within sixty (60) days after the date of the Offer Notice. If the Company does not receive the capital
or financing from the respective third party within sixty (60) days after the date of the respective Offer Notice, then the Company
must again offer the capital or financing opportunity to the Purchasers as described above, and the process detailed above shall be repeated.


 


ARTICLE V.


REVENUE SHARE


 


5.1            Payment
of Hotel Revenue Share.


 


(a)            In
addition to the Notes and Warrants that are issuable to the Purchasers pursuant to Section 2.1 in connection with the Closing
of the first Tranche, effective at the Closing of the first Tranche, the Purchasers shall be deemed to have been issued a credit by the
Company in the amount of $1,408,750 (the “Initial Credit Amount”), which can be applied by the Purchasers, in whole
or in part, to obtain from the Company a Revenue Share (as defined below) with respect to any hotel properties that are leased or subleased
by the Company or an Affiliate of the Company after the date hereof in an amount equal to the Credit Percentage (as defined below) of
the Applicable Percentage (as defined below) that would be payable to the Purchasers pursuant to Section 5.1(b) if such
hotel property was a Property that had been financed by the Purchasers pursuant to this Agreement. At each additional Closing of a Tranche
pursuant to Section 2.1, in addition to the Notes and Warrants that are issuable to the Purchasers pursuant to Section 2.1
in connection with such Closing, effective at such Closing, each Purchaser in such Closing shall be deemed to have been issued a credit
by the Company in an amount equal to the principal amount of the Note issued to such Purchaser at such Closing (the “Applicable
Credit Amount”), which can be applied by such Purchaser, in whole or in part, to obtain from the Company a Revenue Share (as
defined below) with respect to any hotel properties that are leased or subleased by the Company or an Affiliate of the Company after the
date hereof. Each whole dollar of the Initial Credit Amount or the Applicable Credit Amounts issued to a Purchaser is hereinafter referred
to as a “Credit”). The Company shall forward to each Purchaser with Credits a complete copy of the lease or sublease
entered into by the Company or an Affiliate of the Company after the date hereof within five (5) Business Days of the date such lease
or sublease is executed and delivered by the parties thereto. Each Purchaser may elect to apply all or a portion of the Credits then held
by such Purchaser to purchase the applicable Credit Percentage of the Revenue Share with respect to any such hotel property by written
notice to the Company within ten (10) Business Days of the date on which the Purchasers are furnished a copy of the lease or sublease
for such hotel property. If any Purchasers elect to apply Credits with respect to any such hotel property, such hotel property shall be
deemed to be a Property for all purposes of this Agreement. For purposes of this Section 5.1, the term “Credit Percentage”
means, with respect to any such Purchaser and the applicable Property, a fraction, the numerator of which is dollar amount of Credits
applied by such Purchaser with respect to such Property and the denominator is the amount of the letter of credit that was posted by the
Company or an Affiliate of the Company as a security deposit for the rental payments under the applicable lease or sublease of such Property.


 






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(b)            With
respect each calendar quarter during the Original Lease Term (as defined below) of a Property (each, a “Revenue Share
Period”), commencing with the first full calendar quarter following the date on which the Company or an Affiliate of the
Company originally enters into a lease or sublease for such Property, the Company shall, with respect to each Property leased or
subleased by the Company or an Affiliate of the Company during such Revenue Share Period, pay to each Purchaser such
Purchaser’s Credit Percentage of the Applicable Percentage (as defined below) of the
Quarterly Net Rental Revenues (as defined below) received by the Company or any Affiliate thereof with respect to such Property
during such Revenue Share Period. Within ten (10) days of the date of the filing by the Company of its Annual Report on
Form 10-K or Quarterly Report on Form 10-Q for each Revenue Share Period, the Company shall deliver to each Purchaser an
officer’s certificate certified by the Chief Financial Officer of the Company (a “Revenue Share
Certificate”) that sets forth with respect to each Property (i) the Quarterly Net Rental Revenues received by the
Company and each Affiliate of the Company in respect of such Property during the immediately preceding Revenue Share Period,
(ii) the amount that is equal to the Applicable Percentage of the Quarterly Net Rental Revenues in respect of such Property
(such amount, the “Revenue Share”) for such immediately preceding Revenue Share Period, and (iii) each
Purchaser’s Credit Percentage of such Revenue Share (the “Payment Amount”), which certificate shall set
forth, with respect to each Property in respect of which the Company or an Affiliate of the Company received revenues, the basis for
the Company’s calculation of such Quarterly Net Rental Revenues, such Revenue Share and the Payment Amount and which
certificate shall have annexed thereto copies of the bank statements covering such immediately preceding Revenue Share Period for
each account of the Company or an Affiliate of the Company into which any revenues generated by a Property during such Revenue Share
Period were deposited during such Revenue Share Period. The Company shall pay to each Purchaser such Purchaser’s Payment
Amount for a Revenue Share Period for each Property within two (2) Business Days of the date of delivery to such Purchaser of
the applicable Revenue Share Certificate for such Revenue Share Period by wire transfer of immediately available funds to such
account as such Purchaser shall have directed in writing; provided, however, that no Payment Amount shall be due and
payable by the Company prior to April 1, 2023, on which date the Company shall pay to the Purchasers all unpaid Payment Amounts
that would otherwise have been payable to the Purchasers prior to April 1, 2023; and provided, further, that with
respect to the payment of the first twenty (20) Revenue Share Payments with respect to each Property, the Company may, at its
election, pay to the Purchasers an amount up to two and one-half percent (2.5%) of the Quarterly Net Rental Revenues in respect of
such Property for any such Revenue Share Period in shares of Common Stock and the balance of such Revenue Share Payment in
immediately available funds, such shares of Common Stock to be valued at an amount equal to the VWAP of the Common Stock for the
Trading Day immediately preceding the applicable payment date. If the Company fails to pay any Payment Amount within five
(5) Business Days of the date due hereunder, such Payment Amount shall be increased to an amount equal to 130% of such Payment
Amount and such increased Payment Amount shall accrue interest daily from the date due until the date paid at a rate equal to 2.0%
per month (24% per annum) calculated on the basis of a 360-day year consisting of twelve 30-day periods. For purposes of this
Section 5.1, the term “Applicable Percentage” shall mean, with respect to each Property, for each of the
first twenty (20) Revenue Share Periods for such Property, ten percent (300), and for each other Revenue Share Period during the
Original Lease Term, three percent (3%); the term “Original Lease Term” shall mean, with respect to a Property,
the term of the original lease of the Company or an Affiliate of the Company relating to such Property, including all extensions
thereof; and the term “Quarterly Net Rental Revenues” shall mean, with respect to a Property and a Revenue Share
Period, the gross rental revenues received by the Company and its Affiliates during such Revenue Share Period from the lease of
accommodation units at such Property, as determined in accordance with GAAP, net of any lease refunds during such Revenue Share
Period as so determined.


 






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(b)            If
the lease or sublease of the Company or any Affiliate of the Company with respect to any Property is terminated prior to the end of the
Original Lease Term of such Property, or any Property is permanently closed for business prior to the end of the Original Lease Term of
such Property, the Company shall, within thirty (30) days of such termination or closure, designate another hotel property of similar
size and location that is reasonably acceptable to the Purchasers entitled to a Revenue Share for such Property to be designated as a
Property for purposes of this Agreement (each, a “Replacement Property”), and the provisions of Section 5.1(b) above
and 5.1(c) below shall apply to such Replacement Property until the end of the Original Lease Term of the Property being replaced.


 


(c)            The
obligations of the Company to pay the Payment Amounts and interest, if any, thereon pursuant to Section 5.1(b) shall be secured
by the Security Agreement as set forth therein.


 


(d)            The
Company shall cause all leases or subleases with respect to a Property or Replacement Property to be in the name of CorpHousing
RSL LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Leaseco”), and shall cause
all revenues received with respect to each Property or Replacement Property to be deposited in a deposit account maintained in the name
of Leaseco. The Company shall cause Leaseco to maintain ownership of each lease or sublease of a Property or Replacement Property and
shall take all required action to ensure that Leaseco does not sell, assign or otherwise transfer any such lease or sublease without the
prior written consent of each Purchaser. Leaseco shall have no commercial operations
other than to hold and operate the leases and related operations for each Property or Replacement Property and
to receive rental payments and other revenues relating to each Property and Replacement Property.


 


ARTICLE VI.


MISCELLANEOUS


 


6.1            Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated
on or before October __, 2022; provided, however, that such termination will not affect the right of any party to sue
for any breach by any other party (or parties).


 


6.2            Fees
and Expenses. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement; provided that at the Closing the Company shall
pay the Purchasers an amount equal to $65,000 for their legal fees (net of any expenses paid in advance). In addition, upon the request
of any Purchaser, the Company shall pay each Purchaser’s reasonable legal fees and expenses incident to the negotiation, preparation,
execution, delivery and performance of any document or agreement to be delivered by the Company and such Purchaser in respect of the Securities
or the Transaction Documents following the Closing. The Company shall pay all Transfer Agent fees (including, without limitation, any
fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered by a Purchaser),
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 






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6.3            Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


6.4            Notices.
Any and all notices or other communications or deliveries to be provided by a party hereunder shall be in writing and delivered
personally, by email (with a copy by a nationally recognized overnight courier, signature required), or sent by a nationally recognized
overnight courier service, signature required, addressed to the receiving party at the email or physical address set forth on the Signature
Page hereto. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages to
the Exchange Agreement prior to 12:00 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via email at the email address set forth on the signature pages to the Exchange Agreement
on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading
Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, signature required or (iv) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set
forth on the signature pages attached hereto.


 


6.5            Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities then outstanding
or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or
a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


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


 


6.7            Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”


 


6.8            No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.10 and this Section 6.8.


 






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6.9            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in New Castle County, State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in New Castle County, State of Delaware for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in
addition to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


6.10            Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of twenty-four
(24) months thereafter.


 


6.11            Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were
an original thereof.


 


6.12            Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


6.13            Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion
of the Notes or exercise of the Warrants, the applicable Purchaser shall be required to return any shares of Common Stock subject to any
such rescinded conversion notice or exercise notice concurrently with the restoration of such Purchaser’s right to acquire such
shares pursuant to such Purchaser’s Notes or Warrants.


 






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6.14            Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of
and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable
third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 





6.15            Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 


6.16            Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


 


6.17            Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy
under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed
and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not
exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest
that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract
rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to
the Transaction Documents from the effective date thereof forward, unless such application is precluded by applicable law. If under any
circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness
evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness
or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.


 






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6.18            Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by any of the Purchasers.


 


6.19            Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been
paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due
and payable shall have been canceled.


 


6.20            Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


6.21            Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference
to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


6.22            WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature Pages Follow)


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	CorpHousing Group Inc.	 	Address for Notice:
	 	 	 
	 	 	2125 Biscayne Blvd., Suite 253
	 	 	Miami, Florida 33137
	By:	 	 	E-Mail: brian@corphousinggroup.com
	 	Name: Brian Ferdinand	 	 
	 	Title: Chief Executive Officer	 	 
	 	 	 
	With a copy to (which shall not constitute notice):	 	Graubard Miller 

425 Lexington Avenue 

New York, New York 10174
    

Attention: Brian Ross 

E-Mail: BRoss@graubard.com



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 






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[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE
AGREEMENT]


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	Name of Purchaser:	Greenle Partners LLC Series Alpha P.S.
	 	 
	Signature of Authorized Signatory of Purchaser:	 
	 	 
	Name of Authorized Signatory:	Alan Uryniak
	 	 
	Title of Authorized Signatory:	Manager
	 	 
	Email Address of Authorized Signatory:	uryniak@gmail.com
	 	 
	Email Addresses for Offering Notices:	jpazdro@egcmllc.com 

uryniak@gmail.com 

ehellige@pryorcashman.com




 


	Address for Notice to Purchaser:	156 W Saddle River Road 

Saddle River, New Jersey 07458




 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


Aggregate Subscription Amount: $2,500,000


 


$2,875,000
aggregate principal amount of Notes (15% OID)


 


Warrants for an aggregate of 718,750 shares of
Common Stock an exercise price of $4.00
per share in the form attached hereto as Exhibit B .


 


Pro Rata Percentage of Revenue Share: 100%


 


First Closing: Subscription Amount: $1,225,000


 


$1,408,750 aggregate principal amount of Notes


 


Warrants for an aggregate of 352,188 shares of Common
Stock at an exercise price of $4.00
per share.


 


Pro Rata Percentage of Revenue Share: 100%


 


EIN
Number: _______________________


 






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COMPANY DISCLOSURE SCHEDULES


 


Schedule 3.1(d)


 


Under the terms of the leases for the Company’s accommodation
units, assignment of such leases, including by operation of law (including specially any mortgaging, placing of liens, etc.) are
prohibited without the consent of the landlords party thereto. Accordingly, the granting of security interests as prescribed by this Purchase
Agreement and the other agreements contemplated hereby would violate such provisions.


 


Schedule 3.1(i)


 


SuperLuxMia LLC, an entity owned and controlled by Brian Ferdinand,
purchased notes and warrants from the Company for gross proceeds of approximately $600,000 as additional issuances of 2022 Insider Bridge
Financing as defined in the Registration Statement.