Exhibit 4.1


 


[FORM OF
SENIOR SECURED CONVERTIBLE NOTE]


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A
FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE
TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY
REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 21(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED
BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE
HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE
DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), Mallorie Burak, A REPRESENTATIVE OF THE COMPANY HEREOF
WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED
IN TREASURY REGULATION §1.1275-3(b)(1)(i). Mallorie Burak MAY BE REACHED AT TELEPHONE NUMBER (408) 893-9311.


 


Knightscope, Inc.


 


Senior
Secured Convertible Note


 


	Issuance Date:  [●] 2022	Original Principal Amount: U.S. $[●]


 


FOR
VALUE RECEIVED, Knightscope, Inc., a Delaware corporation (the “Company”), hereby promises to pay to
the order of [BUYER] or its registered assigns (“Holder”) the amount set forth above as the Original Principal Amount
(as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due,
whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined
below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default (as
defined below) has occurred and is continuing, to pay interest (“Interest”) on any outstanding Principal at the applicable
Default Rate (as defined below), in each case, until the same becomes due and payable, whether upon the Maturity Date, on any Installment
Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in
each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued
in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Secured Convertible Notes issued
as of the date set forth above as the Issuance Date (the “Issuance Date”) pursuant to the Securities Purchase Agreement,
dated as of October 10, 2022 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)
referred to therein, as amended from time to time (collectively, the “Notes”, and such other Senior Secured Convertible
Notes, the “Other Notes”). Certain capitalized terms used herein are defined in Section 34.


 






     


     


    

 


1.            PAYMENTS
OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment Amount due on such
Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an amount in cash (excluding
any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing all outstanding Principal,
accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 27(c)) on such Principal and Interest. Other
than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest
or accrued and unpaid Late Charges on Principal and Interest, if any. Notwithstanding anything herein to the contrary, with respect to
any conversion or redemption hereunder, as applicable, the Company shall convert or redeem, as applicable, First, all accrued and
unpaid Late Charges on any Principal and Interest hereunder and under any Other Notes held by the Holder and all other amounts owed to
the Holder under any other Transaction Document, Second, all accrued and unpaid Interest hereunder and under any Other Notes held
by such Holder, Third, all other amounts (other than outstanding principal) outstanding hereunder and under any Other Notes held
by such Holder and, Fourth, outstanding principal hereunder and under any Other Notes held by such Holder, in each case, allocated
pro rata among this Note and such Other Notes held by such Holder.


 


2.            DEFAULT
INTEREST; DEFAULT RATE. No Interest shall accrue hereunder unless and until an Event of Default (as defined below) has occurred and
is continuing. From and after the occurrence and during the continuance of any Event of Default, Interest shall accrue hereunder
at twelve and a half percent (12.5%) per annum (the “Default Rate”) and shall be computed on the basis of a 360-day
year and twelve 30-day months, shall compound each calendar month and shall be payable in arrears on the first Trading Day of each such
calendar month in which Interest accrues hereunder (each, an “Interest Date”). Accrued and unpaid Interest, if any,
shall also be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or
upon any redemption in accordance with Section 14 or any required payment upon any Bankruptcy Event of Default (as defined in Section 4(a) below).
In the event that such Event of Default is subsequently cured or waived in writing by the Holder (and no other Event of Default then exists
(including, without limitation, for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest Date,
unless waived by the Holder)), Interest shall cease to accrue hereunder as of the calendar day immediately following the date of
such cure or waiver; provided that the Interest as calculated and unpaid during the continuance of such Event of Default shall continue
to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure
or waiver of such Event of Default, unless waived by the Holder.


 






    2 


     


    

 


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


 


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


 


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


 


(i)            “Conversion
Amount” means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with respect to which this
determination is being made, provided that such amount shall not be less than $25,000 (or, if less, the aggregate Principal amount then
outstanding hereunder), (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued and
unpaid Late Charges with respect to such portion of such Principal and such Interest, if any and (z) any other unpaid amounts (excluding
amounts outstanding under the Notes) as of the applicable Conversion Date (as defined below) pursuant to the Transaction Documents, if
any.


 


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


 


(c)            Mechanics
of Conversion.


 


(i)            Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the
Holder shall deliver (whether via electronic mail or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a
copy of an executed notice of conversion in the form attached hereto as Exhibit I (each, a “Conversion Notice”)
to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid,
the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification
undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 21(b)). On or before
the first (1st) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by electronic mail an acknowledgment,
in the form attached hereto as Exhibit II, of confirmation of receipt of such Conversion Notice and representation as to whether
such shares of Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement (each, an
“Acknowledgement”) to the Holder and the Company’s transfer agent (the “Transfer Agent”) which
confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein.
On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier date
as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable
Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share Delivery Deadline”),
the Company shall (1) provided that the Transfer Agent is participating in The Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of shares of Common Stock to which
the Holder shall be entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through
its Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in FAST, upon the request of the Holder,
issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in
the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such
conversion. If this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal
of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable
and in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder
(or its designee) a new Note (in accordance with Section 21(d)) representing the outstanding Principal not converted. The Person
or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as
the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of this Note
pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment Date(s) as
set forth in the applicable Conversion Notice.


 






    3 


     


    

 


(ii)            Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery
Deadline, either (I) if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate
for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee
with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as
the case may be) or (II) if the Registration Statement covering the resale of the shares of Common Stock that are the subject of
the Conversion Notice (the “Unavailable Conversion Shares”) is not available for the resale of such Unavailable Conversion
Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so
notify the Holder and (y) deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is
hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Conversion
Failure”), then, in addition to all other remedies available to the Holder, (1) the Company shall pay in cash to the Holder
on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal
to one percent (1%) of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to
the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) the VWAP of the Common Stock on the applicable
Conversion Date with respect to such Conversion Notice and (2) the Holder, upon written notice to the Company, may void its Conversion
Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant
to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any
payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to
the foregoing, if on or prior to the Share Delivery Deadline either (A) if the Transfer Agent is not participating in FAST, the Company
shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s
share register or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the
Holder or the Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion hereunder or pursuant to the Company’s obligation pursuant to clause (II) below or (B) a Notice Failure occurs,
and if on or after such Share Delivery Deadline the Holder acquires (in an open market transaction, stock loan or otherwise) shares of
Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder
is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure or Notice Failure,
as applicable (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within
two (2) Business Days after receipt of the Holder’s request and in the Holder’s discretion, either: (I) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock loan costs and other
reasonable out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person
in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so
issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion
hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account
of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess
(if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the VWAP of the
Common Stock on the applicable Conversion Date with respect to the applicable Conversion Notice (the “Buy-In Payment Amount”).
Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required
pursuant to the terms hereof.


 


(iii)           Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses
of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”). The
entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders of the Notes
shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation,
the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary. A Registered Note may be assigned,
transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written
request to assign, transfer or sell all or part of any Registered Note by the holder thereof, the Company shall record the information
contained therein in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount
of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 21, provided that if the Company
does not so record an assignment, transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business
Days of such a request, then the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case
may be). Notwithstanding anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the
full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following
conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice
(which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder
and the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be)
and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register
to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions
and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed
updated to reflect such occurrence.


 






    4 


     


    

 


(iv)           Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for the same
Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion, the Company, subject
to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro rata amount of such
holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted for conversion on such date
by such holder relative to the aggregate principal amount of all Notes submitted for conversion on such date. In the event of a dispute
as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue
to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 26.


 


(d)            Limitations
on Conversions.


 


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


 






    5 


     


    

 


(ii)            Principal
Market Regulation The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the
terms of this Note (taken together with the issuance of such shares upon the exercise of the Warrants) if the issuance of such shares
of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes or
otherwise pursuant to the terms of this Note or the Warrants (as the case may be) without breaching the Company’s obligations under
the rules or regulations of the Principal Market ([ ]1,
representing the number of shares which may be issued without violating such rules and regulations, including rules related
to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation
shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of
the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from counsel
to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Holder. Until such approval or
such written opinion is obtained, no Buyer shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Notes
or any of the Warrants or otherwise pursuant to the terms of the Notes or the Warrants, shares of Common Stock in an amount greater than
the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the original principal
amount of Notes issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date (as defined in the Securities Purchase
Agreement) divided by (2) the aggregate original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase
Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer
shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s
Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply
to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise
in full of a holder’s Notes and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number
of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes and such holder’s
exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Notes and
related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and related Warrants then held by
each such holder of Notes and related Warrants. At any time after ninety (90) days after the Issuance Date, in the event that the Company
is prohibited from issuing shares of Common Stock pursuant to this Section 3(d)(ii) (the “Exchange Cap Shares”),
the Company shall pay cash in exchange for the cancellation of such portion of this Note convertible into such Exchange Cap Shares at
a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the VWAP of the Common Stock
on the date of the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and (ii) to the extent of
any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder
incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).


 


 






1 Insert number of shares of Common Stock in the Exchange
Cap


 






    6 


     


    

 


(e)            Right
of Alternate Conversion.


 


(i)            General.


 


(1)            Alternate
Conversion Upon a Triggering Event. Subject to Section 3(d), at any time during a Triggering Event Redemption Right Period (as
defined below) (regardless of whether such Triggering Event has been cured, or if the Company has delivered a Triggering Event Notice
to the Holder or if the Holder has delivered an Holder Optional Redemption Notice to the Company or otherwise notified the Company that
a Triggering Event has occurred), the Holder may convert (each, an “Alternate Triggering Event Conversion”, and the
date of such Alternate Triggering Event Conversion, an “Alternate Triggering Event Conversion Date”) all, or any part,
of this Note into shares of Common Stock (such portion of the Conversion Amount subject to such Alternate Triggering Event Conversion,
the “Alternate Triggering Event Conversion Amount”) at the Alternate Conversion Price.


 


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


 


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


 






    7 


     


    

  


4.            RIGHTS
UPON EVENT OF DEFAULT.


 


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


 


(i)             while
the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,
the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop
order) or such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as
defined in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive days or for
more than an aggregate of twenty (20) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the Registration
Rights Agreement));


 


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


 


(iii)           the
Company’s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery of the required
number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise date (as the case
may be) or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public announcement
or through any of its agents and such notice of such Company’s agent is not withdrawn by the Company within one (1) Trading
Day, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into shares of Common Stock
that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d), or a request for exercise
of any Warrants for shares of Common Stock in accordance with the provisions of the Warrants;


 






    8 


     


    

 


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


 


(v)           the
Company’s or any Subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts
when and as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any redemption
payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement,
document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and (other than
with respect to any payments due on the Maturity Date) such failure remains uncured for a period of at least five (5) Trading Days;


 


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


 


(vii)         the
occurrence of any default (after lapse of any applicable cure periods) under, redemption of or acceleration prior to maturity of at least
an aggregate of $150,000 of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries,
other than with respect to any Other Notes, in which case (other than with respect to $500,000 of Indebtedness) only if such default,
redemption or acceleration, as applicable, remains uncured for a period of at least five (5) Trading Days;


 


(viii)        bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against
the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed within
forty-five (45) days of their initiation;


 


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


 






    9 


     


    

 


(x)            the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar
law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or insolvent,
or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect
of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar
document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any
Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed
and in effect for a period of forty-five (45) consecutive days;


 


(xi)            a
final judgment or judgments for the payment of money aggregating in excess of $150,000 are rendered against the Company and/or any of
its Subsidiaries and which judgments are not, within forty-five (45) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within forty-five (45) days after the expiration of such stay; provided, however, any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $150,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within forty-five (45) days of the issuance
of such judgment;


 


(xii)          the
Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $150,000 due to any third party (other than, with respect to unsecured
Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper proceedings and
with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or is otherwise in breach
or violation of any agreement for monies owed or owing in an amount in excess of $150,000, which failure to pay, breach or violation permits
the other party thereto to declare an event of default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any
other circumstance or event that would, with or without the passage of time or the giving of notice, result in an event of default under
any agreement binding the Company or any Subsidiary, which event of default would or is likely to have a material adverse effect on the
business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects
of the Company or any of its Subsidiaries, individually or in the aggregate, in which case (other than with respect to Indebtedness in
excess of $500,000) only if such failure remains uncured for a period of at least five (5) Trading Days;


 






    10 


     


    

 


(xiii)         other
than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty, in any material respect (other than representations or warranties subject to material adverse effect or materiality, which
may not be breached in any respect) or any covenant (including, without limitation, the clauses of Section 16 of this Note not specified
in Section 4(a)(xv) below) or other term or condition of any Transaction Document, except, in the case of a breach of a covenant
or other term or condition that is curable, only if such breach remains uncured for a period of five (5) consecutive Trading Days;


 


(xiv)         the
occurrence of (A) three (3) or more false or inaccurate certification (including a false or inaccurate deemed certification)
by the Company that either (i) the Equity Conditions are satisfied or (ii) there has been no Equity Conditions Failure; or (B) a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether any Event of Default
has occurred;


 


(xv)          any
breach or failure in any respect by the Company or any Subsidiary to comply with clauses (a)-(d), (f), (g), (h) or (t) Section 16
of this Note;


 


(xvi)         any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs (other than any material adverse development or material
adverse change with respect to any products of the Company) and remains uncured following a period of five (5) Trading Days;


 


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


 






    11 


     


    

 


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


 


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


 


(xx)           at
any time the Company does not satisfy the Excess Cash Condition, the Market Issuance Availability Condition (as defined in the Securities
Purchase Agreement) remains not satisfied following the EL Stockholder Meeting Deadline (as defined in the Securities Purchase Agreement)
(excluding any Allowable Grace Period (as defined in the Registration Rights Agreement));


 


(xxi)          if
any Current Public Information Failure (as defined in the Registration Rights Agreement) occurs (other than during any Allowable Grace
Period (as defined in the Registration Rights Agreement)); or


 


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


 


(b)            Notice
of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other Note,
the Company shall within two (2) Business Days deliver written notice thereof via electronic mail and overnight courier (with next
day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s
receipt of an Event of Default Notice and the Holder becoming aware of the occurrence of an Event of Default (such earlier date, the “Event
of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”,
and each such period, an “Event of Default Redemption Right Period”) on the twentieth (20th) Trading Day
after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice
that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion
of the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of
the Company to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on
or prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the
Company to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date)
all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to
the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion
of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price
equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium
and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers
an Event of Default Redemption Notice multiplied by (Y) the Closing Sale Price of the Common Stock on the date the Holder delivers
the applicable Event of Default Redemption Notice to the Company (the “Event of Default Redemption Price”). Redemptions
required by this Section 4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder
into Common Stock pursuant to the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, the Principal
amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth
in the Event of Default Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b),
the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest
rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption
premium due under this Section 4(b) is intended by the parties to be, and shall be a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election
of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.


 






    12 


     


    

 


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


 


5.             RIGHTS
UPON FUNDAMENTAL TRANSACTION.


 


(a)            Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations
of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to such Fundamental
Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount
and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar
conversion rights as the Notes and having similar ranking and security to the Notes, and reasonably satisfactory to the Holder. Upon the
occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in
lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
6 and 18, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental
Transaction, such shares of the common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which the Holder
would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately prior
to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the
provisions of this Note. Notwithstanding the foregoing, the Required Holders may elect, at their sole option, by delivery of written notice
to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions
of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to
any limitations on the conversion of this Note.


 






    13 


     


    

 


(b)            Notice
of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior
to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a
“Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change of
Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance
with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the date of
consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement
of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof
(“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the
Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall
be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption
Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (A) the Conversion Amount being redeemed
multiplied by (B) the quotient determined by dividing (I) the Closing Sale Price of the shares of Common Stock on the date the
Holder delivers the Change of Control Redemption Notice to the Company by (II) the Conversion Price then in effect and (iii) the
product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration
and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common
Stock upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued
at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change
of Control, the Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed
Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such
proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption Price”).
Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 14 and shall have priority
to payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section 5(b) are
deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed
to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, but subject to Section 3(d), until
the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption
under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common
Stock pursuant to Section 9. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall
be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Change of Control
Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 5(b), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due
under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual
loss of its investment opportunity and not as a penalty.


 






    14 


     


    

 


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


 


(a)            Purchase
Rights. In addition to any adjustments pursuant to Sections 7 and 18 below, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all
of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations
or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion
Price as of the applicable record date) immediately prior to the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent
of any such excess) and such Purchase Right to such extent shall be held in abeyance up to ninety (90) Trading Days (and, if such Purchase
Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,
if applicable) for the benefit of the Holder until the applicable expiration date, maturity date or similar time (as extended pursuant
to the foregoing), until such time or times during such extended period, if any, as its right thereto would not result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any
Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and,
if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of
days held in abeyance, if applicable)) to the same extent as if there had been no such limitation). The Holder shall be deemed to have
waived the right to receive any such Purchase Rights that remain held in abeyance at the end of such abeyance period if not granted prior
to such time.


 


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


 






    15 


     


    

 


7.              RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


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


 


(i)            Issuance
of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell) any Options
and the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon
conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the
terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the granting, issuance or sale of such Option for such price per share. For purposes of this Section 7(a)(i),
the “lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option or
upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to
the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise
of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise
pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable
(or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof, minus (2) the
sum of all amounts paid or payable to the holder of such Option (or any other Person) with respect to any one share of Common Stock upon
the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible
Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration (including,
without limitation, consideration consisting of cash, debt forgiveness, assets or any other property) received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price
shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities upon the exercise of such Options
or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities.


 






    16 


     


    

 


(ii)            Issuance
of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible
Securities and the lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or
exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of execution
of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 7(a)(ii),
the “lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange
thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale (or
pursuant to the agreement to issue or sell, as applicable) of the Convertible Security and upon conversion, exercise or exchange of such
Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth in such Convertible
Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market conditions) upon conversion,
exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder
of such Convertible Security (or any other Person) with respect to any one share of Common Stock upon the issuance or sale (or the agreement
to issue or sell, as applicable) of such Convertible Security plus the value of any other consideration received or receivable (including,
without limitation, any consideration consisting of cash, debt forgiveness, assets or other property) by, or benefit conferred on, the
holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price
shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities
or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any
Options for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a),
except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.


 


(iii)           Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities
are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other than proportional
changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section 7(b) below), the
Conversion Price in effect at the time of such increase or decrease shall be adjusted to the Conversion Price which would have been in
effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate (as the case may be) at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii),
if the terms of any Option or Convertible Security (including, without limitation, any Option or Convertible Security that was outstanding
as of the Subscription Date) are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to
have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7(a) shall be made if such
adjustment would result in an increase of the Conversion Price then in effect.


 






    17 


     


    

 


(iv)           Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the issuance
or sale or deemed issuance or sale of any other securities of the Company (the “Primary Security”, and such Option
and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated
transaction (or one or more transactions if such issuances or sales or deemed issuances or sales of securities of the Company either (A) have
at least one investor or purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated
under the same plan of financing), the aggregate consideration per share of Common Stock with respect to such Primary Security shall be
deemed to be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued (or was deemed
to be issued pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable) in such integrated transaction solely with respect
to such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration
Value of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black Scholes Consideration
Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined by the Holder) of such Convertible
Security, if any, in each case, as determined on a per share basis in accordance with this Section 7(a)(iv). If any shares of Common
Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the
purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by
the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than
cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common
Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the
fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the
five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount
of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,
but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities
(as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by
the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading
Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the
Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the
fees and expenses of such appraiser shall be borne by the Company.


 


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


 






    18 


     


    

 


(b)            Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 18
or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock
combination, recapitalization or other similar transaction) its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Section 6,
Section 18 or Section 7(a), if the Company at any time on or after the Subscription Date combines (by any stock split, stock
dividend, stock combination, recapitalization or other similar transaction) its outstanding shares of Common Stock into a smaller number
of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant
to this Section 7(b) shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price is calculated hereunder,
then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.


 


(c)            Holder’s
Right of Adjusted Conversion Price. In addition to and not in limitation of the other provisions of this Section 7 or in the
Securities Purchase Agreement, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common
Stock, Options or Convertible Securities (other than the Permitted Equity Line and the Permitted ATM (each as defined in the Securities
Purchase Agreement)) (any such securities, “Variable Price Securities”) regardless of whether securities have been
sold pursuant to such agreement and whether such agreement has subsequently been terminated, prior to or after the Subscription Date that
are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which
varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price,
but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends
and similar transactions) and, solely with respect to any Excluded Securities, any full-ratchet or weighted average antidilution terms
or conditions as in effect as of the Subscription Date (each of the formulations for such variable price being herein referred to as,
the “Variable Price”), the Company shall provide written notice thereof via electronic mail and overnight courier to
the Holder within two (2) Trading Days of the date of such agreement and the issuance of such Common Stock, Convertible Securities
or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall
have the right, but not the obligation, in its sole discretion to substitute the Variable Price, as calculated pursuant to the agreements
governing such Variable Price Securities, for the Conversion Price upon conversion of this Note by designating in the Conversion Notice
delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price rather
than the Conversion Price then in effect. The Holder’s election to rely on a Variable Price for a particular conversion of this
Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note. In addition, from and after the
date the Company enters into such agreement or issues any such Variable Price Securities, for purposes of calculating the Installment
Conversion Price as of any time of determination, the “Conversion Price” as used therein shall mean the lower of (x) the
Conversion Price as of such time of determination and (y) the Variable Price as of such time of determination.


 






    19 


     


    

 


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


 


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


 


8.            INSTALLMENT
CONVERSION OR REDEMPTION.


 


(a)            General.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of this
Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section 8 (a
“Installment Conversion”); provided, however, that the Company may, at its option following notice to
the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment Redemption”)
or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable Installment
Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the
provisions of this Section 8. For avoidance of doubt, the Company may settle any Installment Amount in cash without regard or satisfaction
of any of the Equity Conditions. On the date which is the twenty-first (21st) Trading Day prior to each Installment Date (or, with respect
to the initial Installment Date, the Initial Installment Notice Due Date)(each, an “Installment Notice Due Date”),
the Company shall deliver written notice (each, a “Installment Notice” and the date all of the holders receive such
notice is referred to as to the “Installment Notice Date”), to each holder of Notes and such Installment Notice shall
(i) either (A) confirm that the applicable Installment Amount of such holder’s Note shall be converted in whole pursuant
to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for cash
in accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment Redemption
and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to an Installment
Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and the portion of the applicable
Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment Conversion (such amount
of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred to herein as the “Installment
Conversion Amount”), which amounts when added together, must at least equal the entire applicable Installment Amount and (ii) if
the applicable Installment Amount is to be paid, in whole or in part, pursuant to an Installment Conversion, certify that there is not
then an Equity Conditions Failure as of the applicable Installment Notice Date. Each Installment Notice shall be irrevocable. If the Company
does not timely deliver an Installment Notice in accordance with this Section 8 with respect to a particular Installment Date, then
the Company shall be deemed to have delivered an irrevocable Installment Notice confirming an Installment Conversion of the entire Installment
Amount payable on such Installment Date and shall be deemed to have certified that there is not then an Equity Conditions Failure in connection
with such Installment Conversion. Except as expressly provided in this Section 8(a), the Company shall convert and/or redeem the
applicable Installment Amount of this Note pursuant to this Section 8 and the corresponding Installment Amounts of the Other Notes
pursuant to the corresponding provisions of the Other Notes in the same ratio of the applicable Installment Amount being converted and/or
redeemed hereunder. The applicable Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation
of this Section 8) shall be converted in accordance with Section 8(b) and the applicable Installment Redemption Amount
shall be redeemed in accordance with Section 8(c).


 






    20 


     


    

 


(b)            Mechanics
of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered
an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordance
with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if
any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such
Installment Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject
to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 8(b)),
and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment
Floor Amount; provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and
an Installment Conversion is not otherwise prohibited under any other provision of this Note. If the Company confirmed (or is deemed to
have confirmed by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part,
and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity
Conditions in connection with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure
occurred between the applicable Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment
Period”), the Company shall provide the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure
(which is not waived in writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted
under any other provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require
the Company to do any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the
unconverted Installment Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”)
and the Company shall pay to the Holder within two (2) Trading Ddays of such Installment Date, by wire transfer of immediately available
funds, an amount in cash equal to 110% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null
and void with respect to all or any part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall
be entitled to all the rights of a holder of this Note with respect to such designated part of the Installment Conversion Amount; provided,
however, the Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted
to equal the lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion
and (B) the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating
thereto as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) Trading
Dday following the applicable Installment Date by payment of such amount by such date, then the Holder shall have the rights set forth
in Section 14 as if the Company failed to pay the applicable Installment Redemption Price (as defined below) and all other rights
under this Note (including, without limitation, such failure constituting an Event of Default described in Section 4(a)(v)). Notwithstanding
anything to the contrary in this Section 8(b), but subject to Section 3(d), until the Company delivers Common Stock representing
the Installment Conversion Amount to the Holder, the Installment Conversion Amount may be converted by the Holder into Common Stock pursuant
to Section 3. In the event that the Holder elects to convert the Installment Conversion Amount prior to the applicable Installment
Date as set forth in the immediately preceding sentence, the Installment Conversion Amount so converted shall be deducted from the Installment
Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. The Company shall
pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion
hereunder.


 


(c)            Mechanics
of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance
with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment
Date by wire transfer to the Holder of immediately available funds in an amount equal to 100% of the applicable Installment Redemption
Amount (the “Installment Redemption Price”). If the Company fails to redeem such Installment Redemption Amount on such
Installment Date by payment of the Installment Redemption Price, then, at the option of the Holder designated in writing to the Company
(any such designation shall be a “Conversion Notice” for purposes of this Note), the Holder may require the Company
to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as of the date of such
designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made in accordance
with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to Section 3(d),
until the Installment Redemption Price (together with any Late Charges thereon) is paid in full, the Installment Redemption Amount (together
with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the
event the Holder elects to convert all or any portion of the Installment Redemption Amount prior to the applicable Installment Date as
set forth in the immediately preceding sentence, the Installment Redemption Amount so converted shall be deducted from the Installment
Amounts relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. Redemptions required by
this Section 8(c) shall be made in accordance with the provisions of Section 14.


 






    21 


     


    

 


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


 


(e)            Acceleration
of Installment Amounts. Notwithstanding any provision of this Section 8 to the contrary, but subject to Section 3(d), during
the period commencing on an Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately
prior to the next Installment Date (each, an “Installment Period”), at the option of the Holder, at one or more times,
the Holder may convert other Installment Amounts (each, an “Acceleration”, and each such amount, an “Acceleration
Amount”, and the Conversion Date of any such Acceleration, each an “Acceleration Date”), in whole or in part,
at the Acceleration Conversion Price of such Acceleration Date in accordance with the conversion procedures set forth in Section 3
hereunder (with “Acceleration Conversion Price” replacing “Conversion Price” for all purposes therein), mutatis
mutandis; provided, that if a Conversion Floor Price Condition exists with respect to such Acceleration Date, with each Acceleration
the Company shall also deliver to the Holder the Acceleration Floor Amount on the applicable Share Delivery Deadline. Notwithstanding
the foregoing, with respect to any given Installment Period, the Holder may not elect to effect any Acceleration (a “Current
Acceleration”) during such Installment Period if the sum of (x) the Acceleration Amounts with respect to Accelerations
previously consummated by the Holder during the applicable Installment Period and (y) the Acceleration Amount of such Current Acceleration,
collectively, exceeds four (4) times the Installment Amount with respect to such Current Installment Date.


 


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


 






    22 


     


    

 


9.            SUBSEQUENT
PLACEMENT OPTIONAL REDEMPTION


 


(a)            General.
Upon the occurrence of a Subsequent Placement (as defined in the Securities Purchase Agreement) (the “Initial Eligible Subsequent
Placement”) after which the Company shall have raised an aggregate of at least $10 million in gross proceeds from the issuances
of securities after the date hereof from one or more Subsequent Placements after the date hereof (other than with respect to Excluded
Securities)(such portion of such Subsequent Placement in excess of $10 million in gross proceeds, the “Initial Eligible Subsequent
Placement Amount”), the Company shall delivery written notice (each, an “Eligible Subsequent Placement Eligibility
Notice”) to the Holder within two (2) Trading Days of the consummation of such Initial Eligible Subsequent Placement and/or
the occurrence of any Subsequent Placement thereafter (each, an “Eligible Subsequent Placement”), as applicable. At
any time during the thirty (30) calendar day period after the Holder’s receipt of an Eligible Subsequent Placement Notice from the
Company, the Holder shall have the right, in its sole discretion, to require that the Company redeem (each an “Subsequent Placement
Optional Redemption”) all, or any portion, of the Conversion Amount under this Note not in excess of the Holder’s Holder
Pro Rata Amount of 30% of the gross proceeds of such Eligible Subsequent Placement (or, with respect to the Initial Eligible Subsequent
Placement, the Initial Eligible Subsequent Placement Amount) (the “Eligible Subsequent Placement Optional Redemption Amount”)
by delivering written notice thereof (an “Subsequent Placement Optional Redemption Notice”) to the Company. Notwithstanding
the foregoing, if the Holder is participating in an Eligible Subsequent Placement, upon the written request of the Holder, the Company
shall apply all, or any part, as set forth in such written request, of any amounts that would otherwise be payable to the Holder in such
Subsequent Placement Optional Redemption, on a dollar-for-dollar basis, against the purchase price of the securities to be purchased by
the Holder in such Eligible Subsequent Placement.


 


(b)            Mechanics.
Each Subsequent Placement Optional Redemption Notice shall indicate that all, or such applicable portion, as set forth in the applicable
Subsequent Placement Optional Redemption Notice, of the Eligible Subsequent Placement Optional Redemption Amount the Holder is electing
to have redeemed (the “Subsequent Placement Optional Redemption Amount”) and the date of such Subsequent Placement
Optional Redemption (the “Subsequent Placement Optional Redemption Date”), which shall be the later of (x) the
fifth (5th) Business Day after the date of the applicable Subsequent Placement Optional Redemption Notice and (y) the
date of the consummation of such Eligible Subsequent Placement. The portion of the Outstanding Value of this Note subject to redemption
pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to 110% of the Subsequent Placement Optional
Redemption Amount (the “Subsequent Placement Optional Redemption Price”). Redemptions required by this Section 9
shall be made in accordance with the provisions of Section 14.


 






    23 


     


    

 


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


 


11.            RESERVATION
OF AUTHORIZED SHARES.


 


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


 


(b)            Insufficient
Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation
to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock equal to the Required Reserve Amount
(an “Authorized Share Failure”), then the Company shall immediately use its reasonable best efforts to take all action
necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the
Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized
shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use
its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board
of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if at any such time of an
Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding
shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. In the event that the Company
is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due to the failure by the Company to have sufficient
shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common
Stock, the “Authorized Failure Shares”), in lieu of delivering such Authorized Failure Shares to the Holder, the Company
shall pay cash in exchange for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares
at a price equal to the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the Closing Sale
Price of the Common Stock the Trading Day the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure
Shares to the Company; and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket
expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 11(a) or this Section 11(b) shall
limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






    24 


     


    

 


12.            COMPANY
OPTIONAL REDEMPTION.


 


(a)            At
any time after the date hereof, but solely if the Company is not in possession of material non-public information that at such time of
determination has (a) not been disclosed on the Commission’s EDGAR reporting system pursuant to a Current Report on Form 8-K
and (b) would reasonably be expected to have a material effect on the price of the Common Stock if disclosed, the Company shall have
the right to redeem all, or any portion not less than $1 million (or such lesser amount then outstanding hereunder), of the Conversion
Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption
Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption pursuant
to this Section 12 shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)
equal to 100% (or, if such applicable Company Optional Redemption Notice Date (or any date thereafter through, and including, the applicable
Company Optional Redemption Date (as defined below)) is during an Event of Default Redemption Right Period, 115%) (as applicable, the
“Company Optional Redemption Percentage”) of the greater of (i) the Conversion Amount being redeemed as of the
Company Optional Redemption Date, and (ii) the sum of (A) the product of (1) the Conversion Rate with respect to the Conversion
Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common
Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and
ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under this Section 12.
The Company may exercise its right to require redemption under this Section 12 by delivering a written notice thereof by facsimile
or electronic mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption
Notice” and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption
Notice Date”). The Company may deliver only one Company Optional Redemption Notice in any twenty (20) Trading Day period and
any such Company Optional Redemption Notice shall be irrevocable; provided, however, that any such Company Optional Redemption Notice
may be conditioned on the closing of a financing or other transaction. The Company Optional Redemption Notice shall (i) state the
date on which the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall
not be less than thirty (30) Trading Days nor more than fifty (50) Trading Days following the Company Optional Redemption Notice Date,
(ii) certify whether an Event of Default has occurred and is continuing and/or, if an Event of Default Redemption Right Period then
exists, (iii) specify that the Company is not in possession of material non-public information that at such time of determination
has (x) not been disclosed on the Commission’s EDGAR reporting system pursuant to a Current Report on Form 8-K and (y) would
reasonably be expected to have a material effect on the price of the Common Stock if disclosed, and (iv) state the aggregate Conversion
Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of the Notes
pursuant to this Section 12 (and analogous provisions under the Other Notes) on the Company Optional Redemption Date. Notwithstanding
anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in full, the Company Optional
Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3. All Conversion
Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the Company Optional Redemption Amount
of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 12 shall
be made in accordance with Section 14. In the event of the Company’s redemption of any portion of this Note under this Section,
the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest
rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption
premium due under this Section 12 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. For the avoidance of doubt, a Company Optional Redemption shall have no
effect upon the Holder’s right to convert this Note in its discretion prior to the applicable Company Optional Redemption Date (including,
without limitation, pursuant to an Alternate Conversion (to the extent otherwise permitted hereunder)). Further, if after the Company
Optional Redemption Notice Date but before the Company Optional Redemption Date, either (A) the Company comes into possession of
such material non-public information that at such time of determination has (I) not been disclosed on the Commission’s EDGAR
reporting system pursuant to a Current Report on Form 8-K and (II) if disclosed, would reasonably be expected to have a material
effect on the price of the Common Stock, then at the Company’s election either (x) such Company Optional Redemption shall be
automatically be cancelled, but the Company shall be permitted to submit a new Company Optional Redemption Notice after the filing of
such material non-public information with the SEC (and such time periods for such Company Optional Redemption shall restart upon the delivery
of such new Company Optional Redemption Notice), or (y) the Company Optional Redemption Date shall be extended to the thirty (30)
Trading Day after the filing of such material non-public information with the SEC, or (B) if the Event of Default Redemption Notice
was not already delivered in an Event of Default Redemption Right Period, an Event of Default occurs, the Company shall provide prompt
written notice to the Holder that the applicable Company Optional Redemption Percentage for such Company Optional Redemption has changed
to 115% and include calculations for the new Company Optional Redemption Amount of this Note to be redeemed in such Company Optional Redemption.


 






    25 


     


    

 


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


 


13.           HOLDER
OPTIONAL REDEMPTION. Upon the occurrence of an Triggering Event with respect to this Note or any Other Note, the Company shall within
one (1) Business Day deliver written notice thereof via electronic mail and overnight courier (with next day delivery specified)
(an “Triggering Event Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Triggering
Event Notice and the Holder becoming aware of the occurrence of an Triggering Event (such earlier date, the “Triggering Event
Right Commencement Date”) and ending (such ending date, the “Triggering Event Right Expiration Date”, and
each such period, an “Triggering Event Redemption Right Period”) on the twentieth (20th) Trading Day after
the later of (x) the date such Triggering Event is cured and (y) the Holder’s receipt of an Triggering Event Notice that
includes (I) a reasonable description of the applicable Triggering Event, (II) a certification as to whether, in the opinion
of the Company, such Triggering Event is capable of being cured and, if applicable, a reasonable description of any existing plans of
the Company to cure such Triggering Event and (III) a certification as to the date the Triggering Event occurred and, if cured on
or prior to the date of such Triggering Event Notice, the applicable Triggering Event Right Expiration Date, the Holder may require the
Company to redeem (regardless of whether such Triggering Event has been cured on or prior to the Triggering Event Right Expiration Date)
all or any portion of this Note by delivering written notice thereof (each, a “Holder Optional Redemption Notice”)
to the Company, which Holder Optional Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem the
(each, a “Holder Optional Redemption Amount”) and the date of such Holder Optional Redemption (each, a “Holder
Optional Redemption Date”), which shall be the fifth (5th) Business Day after the date of the applicable Holder
Optional Redemption Notice. The portion of this Note subject to redemption pursuant to this Section 13 shall be redeemed by the
Company in cash at a price equal to 100% of the applicable Holder Optional Redemption Amount (each, a “Holder Optional Redemption
Price”). Redemptions required by this Section 13 shall be made in accordance with the provisions of Section 14.


 


14.           REDEMPTIONS.


 


(a)            Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days after
the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change of Control
Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change of Control Redemption Price to
the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the consummation of
such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company
shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date.
The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable Holder Optional Redemption
Date. The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment Date.
The Company shall deliver the applicable Subsequent Placement Optional Redemption Price to the Holder in cash on the applicable Subsequent
Placement Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at a
time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder delivered
in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment owed to the
Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall satisfy the Company’s
payment obligation under such other Transaction Document. In the event of a redemption of less than all of the Conversion Amount of this
Note, the Company shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 21(d)) representing
the outstanding Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the
Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder
shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note
representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together with any
Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall
be null and void with respect to such Conversion Amount, and (y) the Company shall immediately return this Note, or issue a new Note
(in accordance with Section 21(d)), to the Holder, and in each case the principal amount of this Note or such new Note (as the
case may be) shall be increased by an amount equal to the difference between (1) the applicable Redemption Price (as the case may
be, and as adjusted pursuant to this Section 14, if applicable) minus (2) the Principal portion of the Conversion Amount submitted
for redemption. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice shall
not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with
respect to the Conversion Amount subject to such notice.


 






    26 


     


    

 


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


 


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


 


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


 


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


 


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


 


(c)            Existence
of Liens. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer
to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts
and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.


 


(d)            Restricted
Payments, Investments and Acquisitions. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents
(in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion
of any Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on,
such Indebtedness or make any Investment, as applicable, if at the time such payment with respect to such Indebtedness and/or Investment,
as applicable, is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default
has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event
of Default has occurred and is continuing. Neither the Company nor any of its Subsidiaries shall consummate any acquisition of any business
or entity, directly or indirectly (each, an “Acquisition”), (i) without complying with the terms and conditions
of the Security Documents with respect to Collateral acquired by the Company after the Closing Date and (ii) if shares of Common
Stock, Convertible Securities or Options (the “Equity Acquisition Consideration”) are issued in connection with such
Acquisition and the Stockholder Approval (as defined in the Securities Purchase Agreement) has not been obtained on or prior to such
date, without the acquirers of such Equity Acquisition Consideration entering into voting agreements with respect to the Stockholder
Approval, in the form of the Voting Agreements (as defined in the Securities Purchase Agreement).


 






    27 


     


    

 


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


 


(f)            Restriction
on Transfer of Assets. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company
or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales,
leases, licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries
in the ordinary course of business, and (ii) sales of inventory and product in the ordinary course of business.


 


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


 


(h)            Change
in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to
be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business substantially related or incidental
thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their
corporate structure or purpose.


 


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


 


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


 






    28 


     


    

 


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


 


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


 


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


 


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


 


(o)            New
Subsidiaries. Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary
to execute, and deliver to each holder of Notes, all Security Documents (as defined in the Securities Purchase Agreement) and Guaranties
(as defined in the Securities Purchase Agreement) as reasonably requested by the Collateral Agent or the Required Holders, as applicable.
The Company shall also deliver to the Collateral Agent an opinion of counsel to such New Subsidiary that is reasonably satisfactory to
the Collateral Agent and the Required Holders covering such legal matters with respect to such New Subsidiary becoming a guarantor of
the Company’s obligations, executing and delivering the Security Document and the Guaranties and any other matters that the Collateral
Agent or the Required Holders may reasonably request. The Company shall deliver, or cause the applicable Subsidiary to deliver to the
Collateral Agent, each of the physical stock certificates of such New Subsidiary, along with undated stock powers for each such certificates,
executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the
Collateral Agent and the Required Holders that the security interest in such uncertificated securities has been transferred to and perfected
by the Collateral Agent, in accordance with Sections 8-313, 8-321 and 9-115 of the Uniform Commercial Code or any other similar or local
or foreign law that may be applicable).


 






    29 


     


    

 


(p)            Change
in Collateral; Collateral Records. The Company shall (i) give the Collateral Agent not less than ten (10) days’ prior
written notice of any change in the location of any Collateral (as defined in the Security Documents) having value in excess of $250,000,
other than (A) to locations set forth in the Perfection Certificate (as defined in the Securities Purchase Agreement) hereto and
with respect to which the Collateral Agent has filed financing statements and otherwise fully perfected its Liens thereon and (B) the
deployment of products to customers in the ordinary course of business, (ii) advise the Collateral Agent promptly, in sufficient
detail, of any material adverse change relating to the type, quantity or quality of the Collateral or the Lien granted thereon and (iii) execute
and deliver, and cause each of its Subsidiaries to execute and deliver, to the Collateral Agent for the benefit of the Holder and holders
of the Other Notes from time to time, solely for the Collateral Agent’s convenience in maintaining a record of Collateral, such
written statements and schedules as the Collateral Agent may reasonably require, designating, identifying or describing the Collateral.


 


(q)            Controlled
Accounts.


 


(i)            General.
The Company shall promptly following, but in any event within twenty-five (25) days after, the Closing Date (the “Controlled
Account Deadline”), establish and maintain cash management services of a type and on terms reasonably satisfactory to Holder
at and each bank listed on Schedule 16(q)(i) attached hereto or any other bank in each case to the extent the Company maintains
deposit accounts therewith (each a “Controlled Account Bank”) and cause all cash and cash equivalents of the Company
or any of its Subsidiaries to be held in Accounts (as defined in the Security Agreement) at one or more Controlled Account Banks in accordance
therewith. Subject to the foregoing, the Company shall establish and maintain Controlled Account Agreements (as defined in the Security
Agreement) with the Collateral Agent (as defined in the Security Agreement) and each Controlled Account Bank, in form and substance reasonably
acceptable to the Collateral Agent, with respect to each account maintained at such bank on behalf of Company and/or its Subsidiaries
(each such account a “Controlled Account” and collectively, the “Controlled Accounts”), and the
Operating Accounts (as defined below). Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled
Account Bank will comply with any and all instructions originated by the Collateral Agent directing the disposition of the funds in the
Controlled Accounts without further consent by the Company or any such Subsidiaries following and during the continuance of an Event of
Default in which the Holder has delivered an Event of Default Redemption Notice to the Company for all amounts outstanding hereunder,
(B) the Controlled Account Bank waives, subordinates or agrees not to exercise any rights of setoff or recoupment or any other claim
against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration
of such Controlled Account and for returned checks or other items of payment (if so provided in the Controlled Account Bank’s standard
form controlled account agreement), and (C) with respect to each Controlled Account (collectively, the “Operating Accounts”),
upon the instruction of Collateral Agent (an “Activation Instruction”), the Controlled Account Bank shall not comply
following and during the continuance of an Event of Default with any instructions, directions or orders of any form with respect to the
Operating Accounts other than instructions, directions or orders originated by Collateral Agent. The Collateral Agent shall not issue
an Activation Instruction with respect to the Operating Accounts unless an Event of Default has occurred and is continuing at the time
such Activation Instruction is issued.


 






    30 


     


    

 


(ii)            Additional
Controlled Account Agreements. If at any time on or after the Controlled Account Deadline, the average daily balance of any Account
of the Company or any of its Subsidiaries that is not subject to a Controlled Account Agreement, in form and substance reasonably satisfactory
to the Collateral Agent and the Required Holders, in favor of the Collateral Agent exceeds $125,000 (the “Maximum Per Account
Free Cash Amount”) during any calendar month (including the calendar month in which the Closing Date occurs), the Company shall
either (x) within twenty-five (25) calendar days following the last day of such calendar month, deliver to the Collateral Agent a
Controlled Account Agreement, in form and substance reasonably satisfactory to the Collateral Agent, duly executed by the Company and
the depositary bank in which such Account is maintained or (y) within two (2) Business Days following such date, effect a transfer
to a Controlled Account of a cash amount sufficient to reduce the amount of the Company’s or the applicable Subsidiary’s cash
held in such Account to an amount not in excess of the Maximum Per Account Free Cash Amount.


 


(iii)            Maximum
Free Cash Amount. Notwithstanding anything to the contrary contained in Section 16(q)(ii) above, and without limiting any
of the foregoing, if at any time on or after the Controlled Account Deadline, the total aggregate amount of the Company’s and any
of its Subsidiaries, in the aggregate, cash that is not held in a Controlled Account exceeds $125,000 (the “Maximum Free Cash
Amount”), the Company shall within two (2) Business Days following such date, effect a transfer to a Controlled Account
of a cash amount sufficient to reduce the total aggregate amount of the Company’s and its Subsidiaries’, as applicable, cash
that is not held in a Controlled Account to an amount not in excess of the Maximum Free Cash Amount.


 


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


 






    31 


     


    

 


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


 


(t)            Financial
Covenants; Announcement of Operating Results.


 


(i)            Available
Cash Test. At any time any Notes remains outstanding, the Company’s Available Cash shall equal or exceed $3 million (the “Financial
Test”).


 


(ii)            Operating
Results Announcement. Commencing with the Fiscal Quarter ending December 31, 2022, the Company shall publicly disclose and disseminate
(such date, the “Announcement Date”), if any Financial Test has not been satisfied for any Fiscal Quarter or Fiscal
Year, as applicable, a statement to that effect no later than the tenth (10th) day after the end of such Fiscal Quarter or
Fiscal Year, as applicable, and such announcement shall include a statement to the effect that the Company is (or is not, as applicable)
in breach of a Financial Test for such Fiscal Quarter or Fiscal Year, as applicable. On the Announcement Date, the Company shall also
provide to the Holder a certification, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying that
the Company satisfied the Financial Tests for such Fiscal Quarter or Fiscal Year, as applicable, if that is the case. If the Company has
failed to meet one or more Financial Tests for a Fiscal Quarter or Fiscal Year, as applicable, (each a “Financial Covenant Failure”),
the Company shall provide to the Holders a written certification, executed on behalf of the Company by the Chief Financial Officer of
the Company, certifying that such Financial Test(s) has not been met for such Fiscal Quarter or Fiscal Year, as applicable (a “Financial
Covenant Failure Notice”). Concurrently with the delivery of each Financial Covenant Failure Notice to the Holders, the Company
shall also make publicly available (as part of a Quarterly Report on Form 10-Q, Annual Report on Form 10-K or on a Current Report
on Form 8-K, or otherwise) the Financial Covenant Failure Notice and the fact that an Event of Default has occurred under the Notes.


 


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


 






    32 


     


    

 


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


 


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


 


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


 






    33 


     


    

 


19.           AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d)(i) which may not be amended, modified or waived without the written consent
of the parties hereto, the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement) and the Company
shall be required for any change, waiver or amendment to this Note. Any change, waiver or amendment so approved shall be binding upon
all existing and future holders of this Note and any Other Notes; provided, however, that no such change, waiver or, as applied to any
of the Notes held by any particular holder of Notes, shall, without the written consent of that particular holder, (i) reduce the
amount of Principal, reduce the amount of accrued and unpaid Interest, or extend the Maturity Date, of the Notes, (ii) disproportionally
and adversely affect any rights under the Notes of any holder of Notes; or (iii) modify any of the provisions of, or impair the right
of any holder of Notes under, this Section 19.


 


20.           TRANSFER.
This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder
without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities Purchase Agreement and
applicable federal and state securities laws; provided, that such assignment or transfer shall not be permitted if (x) after giving
effect to such assignment or transfer, more than three (3) Persons hold Notes or (y) if such assignee or transferee is a Prohibited
Holder (as defined in the Securities Purchase Agreement).


 


21.           REISSUANCE
OF THIS NOTE.


 


(a)            Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with Section 21(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new
Note (in accordance with Section 21(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following
conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal
stated on the face of this Note.


 






    34 


     


    

 


(b)            Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder
a new Note (in accordance with Section 21(d)) representing the outstanding Principal.


 


(c)            Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Note or Notes (in accordance with Section 21(d) and in principal amounts of at least $1,000) representing
in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal
as is designated by the Holder at the time of such surrender.


 


(d)            Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 21(a) or Section 21(c), the Principal designated by the
Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed
the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance
date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights
and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of
this Note, from the Issuance Date.


 


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


 






    35 


     


    

 


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


 


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


 


25.           FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 25 shall permit any waiver
of any provision of Section 3(d).


 






    36 


     


    

 


26.            DISPUTE
RESOLUTION.


 


(a)            Submission
to Dispute Resolution.


 


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


 


(ii)            The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance
with the first sentence of this Section 26 and (B) written documentation supporting its position with respect to such dispute,
in each case, no later than 5:00 p.m.  (New York time) by the fifth (5th) Business Day immediately following the date
on which such investment bank is engaged and written notice thereof is provided to the Company (the “Dispute Submission Deadline”)
(the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required
Dispute Documentation”). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by
such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support
to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


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


 






    37 


     


    

 


(b)            Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 26 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”)
and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel
compliance with this Section 26, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to
(A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a), (B) the consideration
per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or
sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred, (iii) the
terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution
of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations
and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of
such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of
this Note and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have
the right to submit any dispute described in this Section 26 to any state or federal court sitting in The City of New York, Borough
of Manhattan in lieu of utilizing the procedures set forth in this Section 26 and (v) nothing in this Section 26 shall
limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any
matters described in this Section 26).


 


27.           NOTICES;
CURRENCY; PAYMENTS.


 


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


 






    38 


     


    

 


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


 


(c)            Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,
such payment shall be made in lawful money of the United States of America via wire transfer of immediately available funds for which
the Holder will provide its wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any
day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal
or other amounts due under the Transaction Documents which is not paid when due (except to the extent such amount is simultaneously accruing
Interest at the Default Rate hereunder) shall result in a late charge being incurred and payable by the Company in an amount equal to
interest on such amount at the rate of twelve and a half percent (12.5%) per annum from the date such amount was due until the same is
paid in full (“Late Charge”).


 


28.           CANCELLATION.
After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note or any other Transaction Documents
have been paid in full or converted, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued and any Liens held shall be released, at the Company’s expense, within two (2) Business Days of such
cancellation.


 


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


 


30.           GOVERNING
LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Except as otherwise required by Section 26 above, each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein (i) shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral
or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit,
or shall be deemed or construed to limit, any provision of Section 26. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    39 


     


    

 


31.           JUDGMENT
CURRENCY.


 


(a)            If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 31 referred to as the “Judgment Currency”)
an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately
preceding:


 


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


 


(ii)            the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which
such conversion is made pursuant to this Section 31(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(b)            If
in the case of any proceeding in the court of any jurisdiction referred to in Section 31(a)(ii) above, there is a change in
the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party
shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange
Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


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


 


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


 






    40 


     


    

 


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


 


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


 


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


 


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


 


(c)            “Adjusted
Floor Price” means, as determined on each six month anniversary of the Issuance Date (each, an “Adjustment Date”),
the lower of (i) the Floor Price then in effect and (ii) 20% of the lower of (x) the Nasdaq Closing Price of the Common
Stock as of the Trading Day ended immediately prior to such applicable Adjustment Date and (y) the quotient of (I) the sum of
each Nasdaq Closing Price of the Common Stock on each Trading Day of the five (5) Trading Day period ended on, and including, the
Trading Day ended immediately prior to such applicable Adjustment Date, divided by (II) five (5). All such determinations to be appropriately
adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.


 


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


 


(e)            “Acceleration
Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment Conversion Price
for such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and (y) the
lower of (A) 92% of the VWAP of the Common Stock on the Trading Day immediately prior to such Acceleration Date and (B) 92%
of the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of
the Common Stock during the twenty (20) consecutive Trading Day period ending and including the Trading Day immediately prior to such
Acceleration Date, divided by (II) three (3). All such determinations to be appropriately adjusted for any stock split, stock dividend,
stock combination or other similar transaction during any such measuring period.


 






    41 


     


    

 


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


 


(g)            “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(h)            “Alternate
Conversion Event of Default” means (i) three or more occurrences of Events of Default arising pursuant to Section 4(a)(iii) or
4(a)(xx), (ii) any Event of Default arising pursuant to Sections 4(a)(ii), (iv)-(xii), (xiv), (xv), or (xviii) or(iii) any
Event of Default that remains uncured for a period of fifteen (15) calendar days.


 


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


 






    42 


     


    

 


(j)            “Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lower of (i) the applicable
Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion and (ii) the greater of (x) the
Floor Price and (y) the lowest of (A) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery
or deemed delivery of the applicable Conversion Notice, and (B) 80% of the price computed as the quotient of (I) the sum of
the VWAP of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the twenty (20)
consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable
Conversion Notice, divided by (II) three (3)  (such period, the “Alternate Conversion Measuring Period”).
All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.


 


(k)            “Approved
Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent
to the Subscription Date pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,
officer or director for services provided to the Company in their capacity as such.


 


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


 


(m)            “Black
Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the case
may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option,
Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the
date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an
expected volatility equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg
(determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option,
Convertible Security or Adjustment Right (as the case may be).


 






    43 


     


    

 


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


 


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


 


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


 


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


 


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


 


(s)            “Change
of Control Redemption Premium” means 110%.


 


(t)            “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may
be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in The Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree
upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 26.
All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or
other similar transactions during such period.


 



    44 


     


    

 


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


 


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


 


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


 


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


 






    45 


     


    

 


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


 


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


 


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


 


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


 






    46 


     


    

 


(cc)     “Equity
Conditions” means, with respect to any given date of determination: (i) on each day during the period beginning thirty
(30) calendar days prior to such applicable date of determination and ending on and including such applicable date of determination (or,
with respect to the initial Installment Date, during the period beginning on the Initial Installment Notice Due Date and ending on and
including the initial Installment Date) either (x) one or more Registration Statements filed pursuant to the Registration Rights
Agreement shall be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for
the avoidance of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all
shares of Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion
Amount being redeemed, as applicable, in the event requiring this determination at the Alternate Conversion Price then in effect (without
regard to any limitations on conversion set forth herein)) (each, a “Required Minimum Securities Amount”), in each
case, in accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any Grace Periods
(as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144
(as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal or state securities laws
(in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes and exercise
of the Warrants) and no Current Public Information Failure (as defined in the Registration Rights Agreement) exists or is continuing;
(ii) on each day during the period beginning thirty (30) calendar days prior to the applicable date of determination and ending on
and including the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including
all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended
from trading on an Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring prior to the applicable
date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market have been
threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing
periods) or reasonably likely to occur or pending as evidenced by a writing by such Eligible Market; (iii) during the Equity Conditions
Measuring Period, the Company shall have delivered all shares of Common Stock issuable upon conversion of this Note on a timely basis
as set forth in Section 3 hereof and all other shares of capital stock required to be delivered by the Company on a timely basis
as set forth in the other Transaction Documents; (iv) any shares of Common Stock to be issued in connection with the event requiring
determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination) may be issued
in full without violating Section 3(d) hereof; (v) any shares of Common Stock to be issued in connection with the event
requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination
(without regards to any limitations on conversion set forth herein)) may be issued in full without violating the rules or regulations
of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi) on each day during
the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred
which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge of any fact that would reasonably
be expected to cause (1) any Registration Statement required to be filed pursuant to the Registration Rights Agreement to not be
effective or the prospectus contained therein to not be available for the resale of the applicable Required Minimum Securities Amount
of Registrable Securities in accordance with the terms of the Registration Rights Agreement or (2) any Registrable Securities to
not be eligible for sale pursuant to Rule 144 without the need for registration under any applicable federal or state securities
laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with respect to the Notes and
exercise of the Warrants) and no Current Public Information Failure exists or is continuing; (viii) the Holder shall not be in (and
no other holder of Notes shall be in) possession of any material, non-public information provided to any of them by the Company, any of
its Subsidiaries or any of their respective affiliates, employees, officers, representatives, agents or the like; (ix) on each day
during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with each, and shall not have breached
any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or
materiality, which may not be breached in any respect) or any covenant or other term or condition of any Transaction Document, including,
without limitation, the Company shall not have failed to timely make any payment pursuant to any Transaction Document; (x) on each
Trading Day during the Equity Conditions Measuring Period, there shall not have occurred any Volume Failure or Price Failure as of such
applicable date of determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or
be continuing and the applicable Required Minimum Securities Amount of shares of Common Stock are available under the certificate of incorporation
of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be issued in
connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event
requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without resulting
in an Authorized Share Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred and
there shall not exist an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default;
(regardless of whether the Holder has submitted an Event of Default Redemption Notice); (xiii) no bona fide material dispute shall
exist, by and between any of holder of Notes or Warrants, the Company, the Principal Market (or such applicable Eligible Market in which
the Common Stock of the Company is then principally trading) and/or FINRA with respect to any term or provision of any Note or any other
Transaction Document and (xiv) the shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions
are duly authorized and listed and eligible for trading without restriction on an Eligible Market.


 






    47 


     


    

 


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


 


(ee)     “Excess
Cash Condition” means, as of any time of determination, the condition as to whether the Company has at least $11 million in
Available Cash as of such time of determination.


 


(ff)     “Excluded
Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers,
employees, consultants or independent contractors of the Company for services rendered to the Company in their capacity as such pursuant
to an Approved Stock Plan (as defined above), provided that with respect to all such issuances (taking into account the shares of Common
Stock issuable upon exercise of such options and all cancellations and forfeitures) after the Subscription Date pursuant to this clause
(i) other than in connection with a stock-split or similar antidilution adjustments, the exercise price of any such options is not
lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of
any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock
issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the
conversion price of any such Convertible Securities or Options (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (i) above) is not lowered (except pursuant to anti-dilution adjustments applicable
to the Company’s preferred stock outstanding prior to the Subscription Date), none of such Convertible Securities or Options (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are
amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or
Options (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)
are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable
upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified
or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription
Date and any amendments, modifications or changes by any agreement by and between the Company and the Holder), (iv) the shares of
Common Stock issuable upon exercise of the Warrants; provided, that the terms of the Warrants are not amended, modified or changed on
or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date
and any amendments, modifications or changes by any agreement by and between the Company and the Holder) (v) securities issued in
connection with any bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, strategic transactions
and strategic partnerships approved by a majority of the disinterested directors of the Company, provided that such securities are issued
as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing
of any registration statement in connection therewith during the prohibition period in Section 4.13(a) of the Securities Purchase
Agreement, provided, further, that (x) the primary purpose of such issuance is not to raise capital as reasonably determined by a
majority of the disinterested directors of the Company, and (y) the purchaser or acquirer or recipient of the securities in such
issuance solely consists of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial
licensing arrangement or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such
acquisition or merger or (III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing
Persons, in each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, and (IV) the
number or amount of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual
participation in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership
or ownership of such assets or securities to be acquired by the Company, as applicable and (vi) shares of Common Stock issued pursuant
to the Permitted Equity Line or the Permitted ATM.


 






    48 


     


    

 


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


 


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


 


(ii)            “Floor
Price” means $[0.484] (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment
for stock splits, stock dividends, stock combinations, recapitalizations or other similar events; provided, that if on an Adjustment Date
the Floor Price then in effect is higher than the Adjusted Floor Price with respect to such Adjustment Date, on such Adjustment Date the
Floor Price shall automatically lower to such applicable Adjusted Floor Price.


 


(jj)     “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)
another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties
or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one
or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or
have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted
by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common
Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities
making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such
that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange
offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding
shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such
Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at
least 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making
or party to, or Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were
not outstanding; or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners
(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize,
recapitalize or reclassify its Common Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate
to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether
through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization
or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock not held by all such Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all
such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and
outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,
or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this
definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    49 


     


    

 


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


 


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


 


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


 


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


 


(oo)         “Initial
Installment Notice Due Date” means March 15, 2023.


 


(pp)     “Installment
Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of
(x) $337,500 and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect
to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in
each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or Deferral),
(B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith,
(C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance
therewith, (D) any other unpaid amounts (excluding amounts outstanding under the Notes) as of such Installment Date pursuant to the
Transaction Documents, if any, and (E) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid
Interest as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such
Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated
a pro rata portion of the each unpaid Installment Amount hereunder.


 


(qq)     “Installment
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then
in effect, and (ii) the greater of (x) the Floor Price, (y) 92% of the VWAP of the Common Stock as of the Trading Day immediately
preceding the applicable Installment Date and (z) 92% of the quotient of (A) the sum of the VWAP of the Common Stock for each
of the three (3) Trading Days with the lowest VWAP of the Common Stock during the twenty (20) consecutive Trading Day period ending
and including the Trading Day immediately prior to the applicable Installment Date, divided by (B) three (3). All such determinations
to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring
period.


 






    50 


     


    

 


(rr)     “Installment
Date” means (i) the twenty-first (21st) Trading Day after the Initial Installment Notice Due Date, (ii) then, (x) if
the first Trading Day of the calendar month immediately following the initial Installment Date occurs less than twenty (20) Trading Days
after the initial Installment Date, the first Trading Day of the second calendar month immediately following the initial Installment Date
or (y) otherwise, the first Trading Day of the calendar month immediately following the initial Installment Date, (iii) thereafter,
the first Trading Day of the calendar month immediately following the previous Installment Date until the Maturity Date, and (iv) the
Maturity Date.


 


(ss)     “Intellectual
Property Rights” means the rights to and/or licenses to use, as applicable, the trademarks, trade names, service marks, service
mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor used
in the business of the Company and/or any of its Subsidiaries, as applicable.


 


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


 


(uu)     “Maturity
Date” shall mean September 15, 2024; provided, however, the Maturity Date may be extended at the option of the Holder (i) in
the event that, and for so long as, an Event of Default shall have occurred and be continuing or any event shall have occurred and be
continuing that with the passage of time and the failure to cure would result in an Event of Default or (ii) through the date that
is twenty (20) Business Days after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly
announced or a Change of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some
or all of this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder,
the Maturity Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.


 


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


 






    51 


     


    

 


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


 


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


 


(yy)     “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness set forth on Schedule
3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date (excluding any Permitted Intercompany Indebtedness),
(iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of
Permitted Liens, (iv) Permitted Intercompany Indebtedness, (v) Permitted Working Capital Indebtedness, (vi) Indebtedness
secured by Permitted Liens or unsecured but as described in clause (ix) of the definition of Permitted Liens, in the aggregate, not
in excess of $10,000,000, provided, however, that the amount of such Indebtedness for which the provider thereof has recourse against
the Company shall not exceed $2,500,000, and (vii) unsecured acquisition Indebtedness not in excess of $800,000.


 


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


 


(aaa)     “Permitted
Working Capital Indebtedness” means an inventory factoring facility of non-convertible Indebtedness, which Indebtedness shall
be solely secured by inventory of the Company subject to such factoring and shall otherwise be subordinate to the Notes, in an aggregate
amount not to exceed $1.5 million.


 


(bbb)     “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course
of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens
(A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment
or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such
equipment at the time of its acquisition or incurred in the normal course of business, provided that the Lien is confined solely to the
property so acquired or leased and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness
in an aggregate amount not to exceed $5,000,000, (v) Liens incurred in connection with the extension, renewal or refinancing of the
Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien
shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed
or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments
of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 4(a)(xi), (viii) Liens with respect to the inventory of the Company securing
the Permitted Working Capital Indebtedness, (ix) any Liens in connection with the financing and other agreements with Dimension Funding,
LLC and/or its affiliates (or any replacement lender providing similar accounts receivable financing or factoring), and (x) Liens
related to any performance bonds to secure performance on customer contracts.


 






    52 


     


    

 


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


 


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


 


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


 


(fff)     “Reallocation
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then
in effect, and (ii) the greater of (x) the Floor Price, (y) 92% of the VWAP of the Common Stock as of the Trading Day immediately
preceding the applicable Reallocation Date and (z) 92% of the quotient of (A) the sum of the VWAP of the Common Stock for each
of the three (3) Trading Days with the lowest VWAP of the Common Stock during the twenty (20) consecutive Trading Day period ending
and including the Trading Day immediately prior to the applicable Reallocation Date, divided by (B) three (3). All such determinations
to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring
period.


 


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


 






    53 


     


    

 


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


 


(iii)            “Redemption
Premium” means 115%.


 


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


 


(kkk)     “Registration
Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company and
the initial holders of the Notes relating to, among other things, the registration of the resale of the Common Stock issuable upon conversion
of the Notes or otherwise pursuant to the terms of the Notes and exercise of the Warrants, as may be amended from time to time.


 


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


 


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


 


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


 


(ooo)            “Subscription
Date” means October 10, 2022.


 


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


 


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


 


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


 






    54 


     


    

 


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


 


(ttt)     “Triggering
Event” means (i) unless the Company has satisfied the Excess Cash Condition, the fiftieth (50th) calendar day
after the date that less than 3 million shares of Common Stock are permitted to be issued pursuant to the Permitted Equity Line without
violating the rules and regulations of the Principal Market (unless the Company shall have obtained the approval of its stockholder
to issuances pursuant to the Permitted Equity Line in excess of 19.9% of the Common Stock of the Company then outstanding in accordance
with the rules and regulations of the Principal Market on or prior to such date), (ii) the failure of the applicable Registration
Statement (as defined in the Registration Rights Agreement) to be filed with the SEC on or prior to the date that is five (5) days
after the applicable Filing Deadline (as defined in the Registration Rights Agreement) or the failure of the applicable Registration Statement
to be declared effective by the SEC on or prior to the date that is five (5) days after the applicable Effectiveness Deadline (as
defined in the Registration Rights Agreement) or (iii) the fifth (5th) Trading Day after the Company’s receipt of
an oral or written notification from an Eligible Market of the failure by the Company to satisfy one or more continuing listing conditions,
which, if not corrected, could result in the suspension or delisting of the Common Stock on such Eligible Market;


 


(uuu)     “Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported on
Bloomberg) of the Common Stock on the Principal Market on any Trading Day during the twenty (20) Trading Day period ending on the Trading
Day immediately preceding such date of determination, is less than $300,000.


 


(vvv)     “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,
as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg,
or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices). If the VWAP cannot be calculated for such security on such date
on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section 26. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 






    55 


     


    

 


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


 


35.            DISCLOSURE.
Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this
Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public
information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business
Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K
or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or
any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt
of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the
Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the
notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this
Section 35 shall limit any obligations of the Company, or any rights of the Holder, under Section 4.6 of the Securities Purchase
Agreement.


 


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


 


 


[signature page follows]


 






    56 


     


    

 


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


 


	 	KNIGHTSCOPE, INC.  
	 	 
	 	 
	 	By:	                        
	 	 	Name:
	 	 	Title:



 


 


Senior Convertible Note
- Signature Page


 






     


     


    

 


EXHIBIT I


 


KNIGHTSCOPE, INC.

CONVERSION NOTICE


 


Reference is made to the Senior
Secured Convertible Note (the “Note”) issued to the undersigned by Knightscope, Inc., a Delaware corporation (the
“Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount
(as defined in the Note) of the Note indicated below into shares of Common Stock, $0.001 par value per share (the “Common Stock”),
of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.


 


	Date of Conversion:	 



 


	Aggregate Principal to be converted:	 



 


	Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:	 



 


	AGGREGATE CONVERSION AMOUNT

TO BE CONVERTED:	 



 


Please confirm the following information:


 


	Conversion Price:	 



 


	Number of shares of Common Stock to be issued:	 



 


	Installment Amount(s) to be
reduced (and corresponding Installment Date(s)) and amount of reduction:	 


 


 


 ̈            If
this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following
Alternate Conversion Price:____________


 


 ̈
           If this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use _________ as
the Installment Conversion Price (as applicable) related to the following Installment Date:____________


 


Please issue the Common
Stock into which the Note is being converted to Holder, or for its benefit, as follows:


 






     


     


    

 


 ̈            Check
here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 


 


 ̈            Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows: 



 


	DTC Participant:	 
	DTC Number:	 
	Account Number:	 


 


 


Date: _____________ __,


 


_________________________________


Name of Registered Holder


 


By: _________________


Name:


Title:  


 


Tax ID:_____________________


 


E-mail Address:


 






     


     


    

 


Exhibit II


 


ACKNOWLEDGMENT


 


The Company hereby (a) acknowledges
this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold
by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary
144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs _________________
to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________,
20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	KNIGHTSCOPE, INC.
	 	 
	 	 
	 	By:	                        
	 	 	Name:
	 	 	Title: