Exhibit 10.1


 


EXECUTION COPY


 


SECURITIES PURCHASE
AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of October 26, 2022, is by and among Ondas Holdings Inc., a Nevada corporation
with offices located at 411 Waverley Oaks Road, Suite 114, Waltham, MA 02452 (the “Company”), and each of the investors
listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.   The
Company and each Buyer desire to enter into this transaction to purchase Notes (as defined below) pursuant to a currently effective shelf
registration statement on Form S-3, which has sufficient availability for the issuance of the Registered Securities (as defined below)
on each Closing Date (as defined below) (Registration Number 333-252571) (the “Registration Statement”) and has been
declared effective in accordance with the 1933 Act, by the SEC.


 


B.   The
Company has authorized (i) a new series of 3% Series A Senior Convertible Notes of the Company, in the aggregate original principal amount
of $34,500,000, substantially in the form attached hereto as Exhibit A-1 (the “Initial Notes”), which
Initial Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the
terms of the Initial Notes, including, without limitation, upon conversion or otherwise, collectively, the “Initial Conversion
Shares”), in accordance with, and issued pursuant to the Registration Statement, (ii) a new series of 3% Series B-1 Convertible
Notes substantially in the form attached hereto as Exhibit A-2, in the aggregate principal amount of the Initial Notes then
outstanding (the “Exchange Notes”), which Exchange Notes shall be convertible into shares of Common Stock (as defined
below) (the shares of Common Stock issuable pursuant to the terms of the Exchange Notes, including, without limitation, upon conversion
or otherwise, collectively, the “Exchange Conversion Shares”), in accordance with the terms thereof, and (iii) a new
series of 3% Series B-2 Convertible Notes, in the aggregate original principal amount of $34,500,000, substantially in the form attached
hereto as Exhibit A-2 (the “Additional Notes”, and together with the Initial Notes, the “Registered
Notes”, and together with the Exchange Notes, the “Notes”), which Additional Notes shall be convertible into
shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Additional Notes, including,
without limitation, upon conversion or otherwise, collectively, the “Additional Conversion Shares”, and together with
the Initial Conversion Shares, the “Registered Conversion Shares”, and together with the Exchange Conversion Shares,
the “Conversion Shares”), in accordance with, and issued pursuant to and by, the provisions of (x) an Indenture dated
as of the Exchange Closing Date (as defined below) to occur after the Initial Closing Date, by and between the Company and Wilmington
Savings Fund Society, FSB, as trustee (the “Trustee”), in substantially the form attached hereto as Exhibit A-3
(with such changes as the Company, the Required Holders and the Trustee shall mutually agree) (as amended and/or supplemented from time
to time, including, without limitation, by any Supplemental Indenture (as defined below), the “Indenture”), and (y)
one or more supplemental indentures with respect to the Notes in the form attached hereto as Exhibit A-4 (with such changes
as the Company, the Required Holders and the Trustee shall mutually agree) (each, a “Supplemental Indenture”, and collectively,
the “Supplemental Indentures”).


 






     


     


    

 


C.   Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, at the Initial Closing
(as defined below) a Note in the aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers (which aggregate principal amount for all Buyers shall not exceed $34.5 million) (each an “Initial Note”,
and collectively, the “Initial Notes”).


 


D.   Subject
to the terms and conditions set forth in this Agreement, the Company may require each Buyer to exchange the outstanding Initial Note of
such Buyer into an Exchange Note with an aggregate original principal amount equal to the aggregate amount then outstanding under the
Initial Notes of such Buyer, if any.


 


E.   Subject
to the terms and conditions set forth in this Agreement, each Buyer may require the Company to participate in one or more Additional Closings
(as defined below) for the purchase by such Buyer, and the sale by the Company, of one or more Additional Notes with an aggregate original
principal amount for all Additional Closings not to exceed the maximum aggregate principal amount set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyers (which aggregate principal amount for all Buyers for all Additional Closings shall not exceed
$34.5 million).


 


E.   The
Registered Notes and the Registered Conversion Shares are collectively referred to herein as the “Registered Securities.”
The Notes and the Conversion Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.   PURCHASE
AND SALE OF REGISTERED NOTES; THE EXCHANGE.


 


(a)   Purchase
of Notes 


 


(i)   Purchase
of Initial Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a) below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Initial Closing
Date (as defined below) an Initial Note in the original principal amount as is set forth opposite such Buyer’s name in column (3)
on the Schedule of Buyers (the “Initial Closing”).


 


(ii)   Purchase
of Additional Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii), 6(b) and 7(b) below,
if a Buyer has delivered an Additional Closing Notice (as defined below) to the Company, the Company shall issue and sell to such Buyer,
and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing
Date (as defined below), such aggregate number of Additional Notes as is set forth in such Additional Closing Notice (each, an “Additional
Closing Notice”, and such closing of the purchase of such Additional Notes, each, an “Additional Closing”).


 






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(b)   Closing.
Each of the Initial Closing and any Additional Closings (collectively, the “Closings”) of the purchase of Notes by
the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007.


 


(i)   Initial
Closing. The date and time of the Initial Closing (the “Initial Closing Date”) shall be 10:00 a.m., New York time,
on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 6(a) and 7(a) below are satisfied or waived
(or such other date as is mutually agreed to by the Company and each Buyer). As used herein “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.


 


(ii)   Additional
Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below (the “Additional
Closing Conditions”), each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to
the Company (each, an “Additional Closing Notice”, and the date hereof, each an “Additional Closing Notice
Date”) to purchase, and to require the Company to sell to such Buyer, up to such Additional Notes as set forth opposite its
name in column (4) on the Schedule of Buyers (each, an “Additional Notes Amount”) at one or more Additional Closings
(each, an “Additional Closing”). Each Additional Closing Notice shall specify (x) the proposed date and time of such
applicable Additional Closing (which, if unspecified in such Additional Closing Notice, shall be the second (2nd) Trading Day after such
Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing
Date,” and together with the Initial Closing Date and the Exchange Closing Date, each, a “Closing Date”)
and (y) the applicable Additional Optional Notes Amount of the Additional Notes to be issued to such Buyer at such Additional Closing.
If a Buyer has not elected to effect an Additional Closing on or prior to the first anniversary of the later of (I) the first anniversary
of the date hereof and (II) the earlier to occur of (A) the date no Initial Notes remain outstanding and (B) the Exchange Closing Date
(as defined below) (the “Additional Closing Expiration Date”), such Buyer shall have no further right to effect an
Additional Closing hereunder. Until the first calendar day after the Additional Closing Expiration Date (or, if earlier, immediately after
the Additional Closing), the Company shall maintain a reserve under the Registration Statement to permit the issuance in full of the Additional
Notes and the Company shall not use such capacity under the Registration Statement for any other purpose prior thereto.


 


(c) Purchase Price.
The aggregate purchase price for the Notes to be purchased by each Buyer (the “Initial Purchase Price”) shall be the
amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers. The aggregate purchase price for the Additional
Notes to be purchased by each Buyer at any given Additional Closing (each, an “Additional Purchase Price”, and together
with the Initial Purchase Price, each, a “Purchase Price”) shall be $869.57 for each $1,000 of aggregate principal
amount of Additional Notes to be issued in such Additional Closing (which, together with the Additional Purchase Price of each prior
Additional Closings, shall not exceed the aggregate amount set forth opposite such Buyer’s name in column (6) on the Schedule of
Buyers).


 






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(d) Form of Payment.


 


(i)   Initial
Closing. On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of any Buyer,
the amounts withheld pursuant to Section 4(j)) to the Company for the Initial Notes to be issued and sold to such Buyer at the Initial
Closing, by wire transfer of immediately available funds in accordance with the Initial Flow of Funds Letter (as defined below) and (ii) the
Company shall deliver to each Buyer an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer’s
name in column (3) of the Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.


 


(ii)   Additional
Closing. On each Additional Closing Date, (i) each Buyer shall pay its respective applicable Additional Optional Purchase Price for
such Additional Closing (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Additional
Notes to be issued and sold to such Buyer at such Additional Closing, by wire transfer of immediately available funds in accordance with
the applicable Additional Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer an Additional
Note in the aggregate original principal amount as is set forth in the applicable Additional Closing Notice to be issued to such Buyer,
duly executed on behalf of the Company and registered in the name of such Buyer or its designee.


 


(e) Exchange.


 


(i)   General.
Subject to the satisfaction of the conditions to the Exchange set forth herein, including, without limitation, the terms and conditions
of this Section 1(e), as long as no Equity Conditions Failure (as defined in the Notes) then exists (unless waived by the Required
Holders (as defined below)) and any Initial Notes then remain outstanding, the Company may deliver a written notice, at any time after
the Stockholder Approval Date (as defined below) (each, an “Exchange Notice”, and the date of such applicable Exchange
Notice, each, an “Exchange Notice Date”) to all, but not less than all, of the Buyers, executed by the chief executive
officer or chief financial officer of the Company, electing, in reliance on the exemption from registration provided by Section 3(a)(9)
of the 1933 Act, to exchange (collectively, the “Exchange”) all outstanding amounts under the Initial Notes of each
such Buyer (each, an “Exchange Amount”) for Exchange Notes with identical outstanding amounts to such Initial Notes
exchanged. Each Exchange Notice shall (I) validly certify that the Company has obtained the Stockholder Approval and no Equity Conditions
Failure then exists, (II) confirm all outstanding amounts under the Initial Note of such Buyer (each ab “Exchange Amount”)
and each other Buyer, (III) set forth the proposed date of the closing of the Exchange (the “Exchange Closing Date”),
which shall be the second (2nd) Trading Day after such Exchange Notice (or such other date as is mutually agreed to by the
Company and each Buyer)(the “Exchange Closing”). The Exchange Notice shall be irrevocable. For the avoidance of doubt,
the Buyers shall not be required to consummate any Exchange if on the Exchange Closing Date an Equity Conditions Failure exists or the
Company has not obtained the Stockholder Approval. The Company’s right to require a Buyer to consummate the Exchange shall automatically
expire on the fifteenth (15th) Trading Day after the Stockholder Meeting Deadline (as defined below) (the “Exchange
Closing Expiration Date”).


 






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(ii)   Closing
Mechanics. On the Exchange Closing Date, in exchange for the Initial Notes, the Company shall deliver or cause to be delivered to
each Buyer (or its designee) the Exchange at the address for delivery set forth on the Schedule of Buyers (or such other address as requested
in writing by such Buyer to the Company). Immediately following the delivery of the Exchange Note to such Buyer (or its designee), such
Buyer shall relinquish all rights, title and interest in the Initial Note of such Buyer and assign the same to the Company, and the Initial
Note of such Buyer shall automatically be deemed canceled. The obligation of each Buyer to consummate the Exchange is subject to the fulfillment,
to each Buyer’s reasonable satisfaction, prior to or at the Exchange Closing, of each of the following conditions:


 


(A)   Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material
respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate
in all respects) on the date hereof and on and as of the Exchange Closing Date as if made on and as of such date (except for representations
and warranties that speak as of a specific date, which are accurate in all material respects (except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date).


 


(B)   Issuance
of Exchange Notes. At the Exchange Closing, the Company shall issue the Exchange Notes on the books and records of the Company.


 


(C)   No
Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before
any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages in respect
of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(D)   Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Buyers, and the Buyers shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request.


 


(iii)   Ratification.
As of the Exchange Closing Date, the Securities Purchase Agreement, and each other Transaction Document (other than the Initial Notes
cancelled in the Exchange), is, and shall continue to be, in full force and effect and shall hereby ratified and confirmed in all respects.


 


(iv)   No
Restrictions; Holding Period. The Company acknowledges and agrees that (assuming the applicable Buyer is not then an affiliate of
the Company) (i) upon issuance in accordance with the terms of the Exchange Notes, the Exchange Conversion Shares will be eligible to
be resold without restriction under applicable law, rules and regulations, and (ii) the Company is not aware of any other event reasonably
likely to occur that would reasonably be expected to result in the Exchange Conversion Shares becoming ineligible to be resold by any
Buyer without restriction under applicable law, rules and regulations. For the purposes of Rule 144, the Company acknowledges that the
holding period of the Exchange Notes (and upon conversion of the Exchange Notes, the Exchange Conversion Shares) may be tacked onto the
holding period of the Initial Notes, and the Company agrees not to take a position contrary to this Section 1(iv).


 






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2.   BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of each Closing Date:


 


(a)   Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
(as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b) Validity; Enforcement.
This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid
and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may
be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(c) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated
hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in
a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such
Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations
hereunder.


 


(d) No Group.
Other than affiliates of such Buyer who are also Buyers under this Agreement, such Buyer is not under common control with or acting
in concert with any other Buyer and is not part of a “group” for purposes of the 1934 Act.


 






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3.   REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents and
warrants to each of the Buyers that, as of the date hereof and as of each Closing Date:


 


(a) Organization and Qualification.
Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing under the laws
of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their
business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified
as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of
the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good
standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used in this Agreement, “Material
Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including
results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole,
(ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered
into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of
their respective obligations under any of the Transaction Documents (as defined below). Other than the Persons (as defined below) set
forth on Schedule 3(a), the Company has no Subsidiaries. “Subsidiaries” means any Person in which the Company,
directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II)
controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually
referred to herein as a “Subsidiary.” Each Subsidiary of the Company that is not a Significant Subsidiary (as defined
in the Notes) as of the applicable Closing Date, has no material assets or liabilities.


 


(b) Authorization; Enforcement;
Validity. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof
and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes and the reservation
for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes) have been duly authorized by the Company’s
board of directors (other than (i) the filing with the SEC of (A) the applicable 8-K Filing (as defined below), (B) a prospectus supplement
in connection with the applicable Closing (other than the Exchange Closing) as required by the Registration Statement pursuant to Rule
424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration
Statement (the “Prospectus”), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or
supplement thereto) and a Form T-1, (D) the filing of an Additional Listing Application with the Principal Market and (E) any other filings
as may be required by any state securities agencies (collectively, the “Required Approvals”) and no further filing,
consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement
has been, and the other Transaction Documents to which it is a party will be prior to such Closing, duly executed and delivered by the
Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Notes, the Custodian Agreements, the Indenture, the Supplemental Indentures,
the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered
by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 






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(c) Issuance of Securities;
Registration Statement. The issuance of the Notes are duly authorized and upon issuance in accordance with the terms of the Transaction
Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects,
claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect to the issuance thereof. As of the applicable Closing, the Company shall have reserved from
its duly authorized capital stock not less than 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes
(assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price (as defined in the Notes) assuming
an Alternate Conversion Date (as defined in the Notes) as of the date hereof, and (y) any such conversion shall not take into account
any limitations on the conversion of the Notes set forth in the Notes). Upon issuance or conversion in accordance with the Notes, the
Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or
Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance
by the Company of the Registered Securities has been registered under the 1933 Act, the Securities are being issued pursuant to the Registration
Statement and all of the Securities are freely transferable and freely tradable by each of the Buyers without restriction, whether by
way of registration or some exemption therefrom. Assuming the accuracy of the representations and warranties of the Buyers set forth
in Section 2 of this Agreement, upon issuance and conveyance in accordance herewith, the conveyance by the Company of the Exchange Notes
(and upon conversion of the Exchange Notes, the Exchange Conversion Shares) is exempt from the registration requirements of the Securities
Act under Section 3(a)(9) of the Securities Act. The Registration Statement is effective and available for the issuance of the Registered
Securities thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect
to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either
temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the
Registration Statement permits the issuance and sale of the Registered Securities hereunder and as contemplated by the other Transaction
Documents. Upon receipt of the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration
Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects
with the requirements of the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the
rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations. At the time the Registration Statement
and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule
430B(f)(2) of the 1933 Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with
the requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements
thereto (including, without limitation the Prospectus Supplement), at the time the Prospectus or any amendment or supplement thereto
was issued and at the applicable Closing Date, complied, and will comply, in all material respects with the requirements of the 1933
Act and did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading. The Company meets all of the requirements
for the use of Form S-3 under the 1933 Act for the offering and sale of the Registered Securities contemplated by this Agreement and
the other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form of the Registration
Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x)
under the 1933 Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) under the 1933 Act) relating to any of the Registered Securities, the Company
was not and is not an “Ineligible Issuer” (as defined in Rule 405 under the 1933 Act). The
Registration Statement has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection
of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933
Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the SEC
and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering has
been initiated or threatened by the SEC; as of the effective time of the Registration Statement, the Registration Statement complied
and will comply in all material respects with the 1933 Act and the TIA (as defined below) and did not contain and will not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing
Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation and warranty with respect to (i) that part of
the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or
(ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto made in
reliance upon and in conformity with information relating to any underwriter or placement agent furnished to the Company in writing by
such underwriter or placement agent expressly for use therein. The Company (i) has not distributed any offering material in connection
with the offer or sale of any of the Registered Securities and (ii) until no Buyer holds any of the Registered Securities, shall not
distribute any offering material in connection with the offer or sale of any of the Registered Securities to, or by, any of the Buyers
(if required), in each case, other than the Registration Statement, the Prospectus or the Prospectus Supplement. In accordance with Rule
5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority Manual, the offering of the Registered Securities has been registered
with the SEC on Form S-3 under the 1933 Act pursuant to the standards for Form S-3 in effect prior to October 21, 1992, and the Registered
Securities are being offered pursuant to Rule 415 promulgated under the 1933 Act.


 






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(d) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Conversion Shares and the reservation
for issuance of the Conversion Shares) will not (i) result in a violation of the Articles of Incorporation (as defined below) (including,
without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation, memorandum
of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital
stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal
and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)
and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.


 


(e) Consents.
Except as set forth on Schedule 3(e) attached hereto, neither the Company nor any Subsidiary is required to obtain any consent from,
authorization or order of, or make any filing or registration with (other than the Required Approvals), any Governmental Entity (as defined
below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective
obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents,
authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding
sentence have been or will be obtained or effected on or prior to such Closing Date, and neither the Company nor any of its Subsidiaries
are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of
the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements
of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of
the Common Stock in the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village,
district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental
or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court
or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including
any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.


 


(f) Acknowledgment Regarding
Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of
the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of
Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)).
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any
advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer
that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent
evaluation by the Company and its representatives.


 






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(g) Placement Agent’s
Fees. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor)
relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to Oppenheimer
& Co. Inc., as placement agent (the “Placement Agent”) in connection with the sale of the Securities. The fees
and expenses of the Placement Agent to be paid by the Company or any of its Subsidiaries are as set forth on Schedule 3(g) attached hereto.
The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s
fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement
Agent in connection with the sale of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries
has engaged any placement agent or other agent in connection with the offer or sale of the Securities.


 


(h) No Integrated Offering.
None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including,
without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the
Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their
behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of
securities of the Company.


 


(i) Dilutive Effect.
The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances. The Company further
acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement
and the Notes is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other stockholders of the Company.


 


(j) Application of Takeover
Protections; Rights Agreement. The Company and its board of directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill
(including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision
under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or
otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including,
without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and
its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar
arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any
of its Subsidiaries.


 






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(k) SEC Documents; Financial
Statements. During the two (2) years prior to the date hereof, the Company has timely
filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included
therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the “SEC Documents”). The Company has delivered or has made available to the Buyers or their respective representatives
true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared
in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects
the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or
in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon
facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by
the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company
in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is
not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains
any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading,
in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any
of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with
respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of
facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for
any of the Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed
by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is
any need for the Company to amend or restate any of the Financial Statements.


 


(l) Absence of Certain
Changes. Except as set forth in Schedule 3(l), since the date of the Company’s most
recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development
in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects
of the Company or any of its Subsidiaries. Except as set forth in Schedule 3(l), since the date of the Company’s most recent audited
financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends,
(ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures,
individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken
any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors
intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do
so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect
to the transactions contemplated hereby to occur at such Closing, will not be Insolvent (as defined below). For purposes of this Section
3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present
fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s
and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts
and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company
and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature;
and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or
such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the
Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur
or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor
any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction,
for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 






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(m) No Undisclosed Events,
Liabilities, Developments or Circumstances. No event, liability, development or circumstance
has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their
respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise),
that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed
with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could
have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.


 


(n) Conduct of Business;
Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of
any term of or in default under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding
series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation,
memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively.
Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in
violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have
a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations
or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or
suspension of the Common Stock by the Principal Market in the foreseeable future. Since the Common Stock were first listed or designated
for quotation on the Principal Market, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii)
trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication,
written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market.
The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities
necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would
not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any
notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement,
commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any
of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any
business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or
the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in
the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its
Subsidiaries.


 






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(o) Foreign Corrupt Practices.
Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other person acting for or on
behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt
Practices Act of 1977, as amended (the “FCPA”), or any other applicable anti-bribery or anti-corruption laws, nor
has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give,
or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental
Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government
Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all
or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official,
for the purpose of:


 


(i)   (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do
or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official
to influence or affect any act or decision of any Governmental Entity, or


 


(ii)   assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 


(p) Sarbanes-Oxley Act.
The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended,
and any and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q) Transactions With
Affiliates. No current or former employee, partner, director, officer or stockholder (direct
or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof,
or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party
to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing
of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder
or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors
of the Company or any of its Subsidiaries)) or (ii) except as set forth in Schedule 3(q), the direct or indirect owner of an interest
in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries
(except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on
or quoted through an Eligible Market (as defined in the Notes)), nor does any such Person receive income from any source other than the
Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company
or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her
immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted
(or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered,
(ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally
available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board
of Directors of the Company).


 






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(r)   Equity
Capitalization. 


 


(i)   Definitions:


 


(A)   “Common
Stock” means (x) the Company’s shares of common stock, $0.0001 par value per share, and (y) any capital stock into
which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(B)   “Preferred
Stock” means (x) the Company’s blank check preferred stock, $0.0001 par value per share, the terms of which may be designated
by the board of directors of the Company in a certificate of designations and (y) any capital stock into which such preferred stock shall
have been changed or any share capital resulting from a reclassification of such preferred stock (other than a conversion of such preferred
stock into Common Stock in accordance with the terms of such certificate of designations).


 


(ii)   Authorized
and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 116,666,667 shares
of Common Stock, of which, 42,682,335 are issued and outstanding and 5,249,587 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and
(B) 10,000,000 shares of Preferred Stock, none of which are issued and outstanding. No shares of Common Stock are held in the treasury
of the Company. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries
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 capital stock or other security of the Company (including, without limitation, Common Stock)
or any of its Subsidiaries.


 


(iii)   Valid
Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance will be,
validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are
(A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes) and (B) that are, as of the date
hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption
that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates”
without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of
its Subsidiaries. Except as disclosed in the SEC Documents, to the Company’s knowledge, no Person owns 10% or more of the Company’s
issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below),
whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account
of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified
Person is a 10% stockholder for purposes of federal securities laws).


 






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(iv)   Existing
Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares,
interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or
any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no
agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
under the 1933 Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments of the Company or any of
its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;
(E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the
Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement.


 


(v)   Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s articles of incorporation,
as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s bylaws, as
amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material
rights of the holders thereof in respect thereto.


 


(s) Indebtedness and Other
Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on
Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents
or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is
or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the
other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii)
has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv)
is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where
such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any
contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers,
has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations
required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary
course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or
could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means,
without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase
price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade
payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations
with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either
case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations
under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified
as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and
contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for
the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds
referred to in clauses (A) through (G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect
liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person
if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the
obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto and (z) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity or any department or agency thereof.


 






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(t) Litigation.
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,
other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors,
whether of a civil or criminal nature or otherwise, in their capacities as such, which is outside of the ordinary course of business
or individually or in the aggregate material to the Company or any of its Subsidiaries, except as set forth in Schedule 3(t).
No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in
spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of
the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any
current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act, including, without
limitation, the Registration Statement. After reasonable inquiry of its employees, the Company is not aware of any fact which might result
in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any
of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.


 


(u) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its
Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for,
and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


(v) Employee Relations.
Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The
Company and its Subsidiaries believe that their relations with their employees are good. No current (or former) executive officer (as
defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the
Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s
employment with the Company or any such Subsidiary. No current (or, to the knowledge of the Company, former) executive officer or other
key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement
or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does
not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its
Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 






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(w)   Title.


 


(i)   Real
Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other
interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the
Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any rights
of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current
taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property
subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company or any of its Subsidiaries.


 


(ii)   Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible
personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its
Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment
are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in
need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s
and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to such Closing. Each of the Company and its
Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and
(b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.


 


(x) Intellectual Property
Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to
use all 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 (“Intellectual Property Rights”) necessary to conduct their respective
businesses as now conducted and presently proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries
is listed on Schedule 3(x)(i). Except as set forth in Schedule 3(x)(ii), none of the Company’s Intellectual Property Rights have
expired or terminated or have been abandoned or are expected to expire or terminate or are expected to be abandoned, within three years
from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual
Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of
its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither
the Company nor any of its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their Intellectual Property Rights.


 






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(y) Environmental
Laws.  (i) The Company and its Subsidiaries (A) are in compliance with any and all
Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such
permit, license or approval where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws”
means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as
all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(ii)   No
Hazardous Materials:


 


(A)   have
been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental
Laws; or


 


(B)   are
present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any
Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental
Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.


 


(iii)   Neither
the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise
located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.


 


(iv)   None
of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.


 


(z) Subsidiary Rights.
The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to
receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(aa) Tax Status.
The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being
contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent
to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim.
The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the
Code. The net operating loss carryforwards (“NOLs”) for United States federal income tax purposes of the consolidated
group of which the Company is the common parent, if any, shall not be adversely effected by the transactions contemplated hereby. The
transactions contemplated hereby do not constitute an “ownership change” within the meaning of Section 382 of the Code, thereby
preserving the Company’s ability to utilize such NOLs.


 






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(bb) Internal Accounting
and Disclosure Controls. Except as disclosed on Schedule 3(bb), the Company and each of
its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that
is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets
and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect
to any difference. Except as disclosed on Schedule 3(bb), the Company maintains disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the
reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to
allow timely decisions regarding required disclosure. Except as disclosed on Schedule 3(bb), neither the Company nor any of its Subsidiaries
has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material
weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.


 


(cc) Off Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the
Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company
in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities will not
be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” as such terms are defined in the Investment Company Act of 1940, as amended.


 


(ee) Acknowledgement
Regarding Buyers’ Trading Activity. Subject to Section 4(y) below, it is understood
and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents,
in accordance with the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has
any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including,
without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based
on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative”
transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common
Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii)
each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion
or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting trading
in the Common Stock of the Company. Subject to Section 4(y) below, the Company further understands and acknowledges that following the
public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one
or more Buyers may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable
shares of Common Stock) at various times during the period that the Securities are outstanding, including, without limitation, during
the periods that the value and/or number of the Conversion Shares deliverable with respect to the Securities are being determined and
such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common
Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the
hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities
do not constitute a breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed in connection
herewith or therewith.


 






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(ff) Manipulation of
Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the
Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the
Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the
Placement Agent), (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities
of the Company or any of its Subsidiaries.


 


(gg) U.S. Real Property
Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been,
and so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the
meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.


 


(hh) Transfer Taxes.
On such Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection
with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided
for by the Company, and all laws imposing such taxes will be or will have been complied with.


 


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


 


(jj) Shell Company
Status. The Company is not, and has never been, an issuer identified in, or subject to,
Rule 144(i).


 


(kk) Illegal or Unauthorized
Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor,
to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with
which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to
any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except
for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(ll) Money Laundering.
The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other
applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive
Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive
Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 






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(mm) Management.
Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer or director
or, to the knowledge of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has
been the subject of:


 


(i)   a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or
similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing
of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within
two years before the time of the filing of such petition or such appointment;


 


(ii)   a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate
to driving while intoxicated or driving under the influence);


 


(iii)   any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:


 


(1)   Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
such activity;


 


(2)   Engaging
in any particular type of business practice; or


 


(3)   Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


 


(iv)   any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be
associated with persons engaged in any such activity;


 


(v)   a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation
or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended
or vacated; or


 


(vi)   a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.


 






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(nn) Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock option plan of the Company
and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered
granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company
has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior
to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information
regarding the Company or its Subsidiaries or their financial results or prospects.


 


(oo) No Disagreements
with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is
current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of
its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof, the Company had discussions with
its accountants about its financial statements previously filed with the SEC. Based on those discussions, the Company has no reason to
believe that it will need to restate any such financial statements or any part thereof.


 


(pp) No Additional Agreements.
The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction
Documents other than as specified in the Transaction Documents.


 


(qq) Public Utility Holding
Company Act. None of the Company nor any of its Subsidiaries is a “holding company,”
or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act
of 2005.


 


(rr) Federal Power Act.
None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act,
as amended.


 


(ss) Ranking of Notes.
No Indebtedness of the Company, at such Closing, will be senior to, or pari passu with, the Notes in right of payment, whether
with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise (other than Indebtedness secured
by Permitted Liens (as defined in the Notes)).


 


(tt) Cybersecurity.
The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would reasonably be
expected to have a Material Adverse Effect on the Company’s business. The Company and its Subsidiaries have implemented and maintained
commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect
their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including
“Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s
name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s
license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would
qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal
data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information
which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996,
as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v)
any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person or such, nor any incidents under internal review or investigations relating to the same except in each
case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The
Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.


 






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(uu) Compliance with
Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in compliance with all applicable state and
federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have
taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with,
the General Data Protection Regulation of the European Union (GDPR) (Regulation EU 2016/679) (collectively, the “Privacy Laws”)
except in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. To ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate
steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and
security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The
Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules
or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or
in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither
it nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation
of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice;
(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to
any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.


 


(vv) Registration Rights.
No holder of securities of the Company has rights to the registration of any securities of the Company because of the filing of the Registration
Statement or the issuance of the Securities hereunder that could expose the Company to material liability or any Buyer to any liability
or that could impair the Company’s ability to consummate the issuance and sale of the Securities in the manner, and at the times,
contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.


 


(ww) Compliance With
FINRA Rule 5110. At the time the Registration Statement was declared effective by the SEC, and as of the date hereof and as of such
Closing Date, the Company has (i) a 1934 Act reporting history in excess of 36 months and (ii) a non-affiliate, public common float of
at least $100 million and annual trading volume of at least three million shares.


 


(xx)   Qualification
Under Trust Indenture Act. Prior to any issuance of Additional Notes hereunder, the Company shall qualify or cause or arrange for
the Trustee to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “TIA”) and enter into any
necessary supplemental indentures in connection therewith and, so long as the Notes remain outstanding, the Indenture shall be maintained
in compliance with the TIA.


 






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(yy) Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel
with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company
or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in
securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the
transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written
information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in
connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects
as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,
not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date
of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made,
not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or
its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise),
which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company
but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the
Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon reasonable assumptions and represented,
at the time each such financial projection or forecast was delivered to each Buyer, the Company’s best estimate of future financial
performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results
during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results).
The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 2.


 


(zz) Additional Representations
Solely with Respect to the Exchange. As of the Exchange Closing Date, the Company hereby represents and warrants to each Buyer as
follows:


 


(i)   No
Commission; No Other Consideration. No brokerage or finder’s fees or commissions are or will be payable by the Company or any
Subsidiaries to any broker, financial advisor or consultant, finder, placement agent (including, without limitation, the Placement Agent),
investment banker, bank or other Person in connection with the Exchange. The Company has not paid or given, and has not agreed to pay
or give, directly or indirectly, any commission or other remuneration for soliciting (or otherwise in connection with) the Exchange (including,
without limitation, to the Placement Agent). The Initial Notes are the sole consideration being conveyed to the Company for the issuance
of the Exchange Notes (and upon conversion of the Exchange Notes, the Exchange Conversion Shares) and no other consideration has or will
be paid for the Exchange Notes.


 


(d)   3(a)(9)
Representation. The Company has not, nor has any person acting on its behalf, directly or indirectly made any offers or sales of any
security or solicited any offers to buy any security under circumstances that would cause the Exchange and the issuance of the Exchange
Notes (and upon conversion of the Exchange Notes, the Exchange Conversion Shares) pursuant to this Agreement to be integrated with prior
offerings by the Company for purposes of the Securities Act which would prevent the Company from delivering the Exchange Notes (and upon
conversion of the Exchange Notes, the Exchange Conversion Shares) to the Holder pursuant to Section 3(a)(9) of the 1933 Act, nor will
the Company take any action or steps that would cause the Exchange, issuance and delivery of the Exchange Notes (and upon conversion of
the Exchange Notes, the Exchange Conversion Shares) to be integrated with other offerings to the effect that the delivery of the Exchange
Notes (and upon conversion of the Exchange Notes, the Exchange Conversion Shares) to the Buyers would be seen not to be exempt pursuant
to Section 3(a)(9) of the 1933 Act.


 






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(e)   No
Third-Party Advisors. Other than legal counsel, the Company has not engaged any third parties to assist in the solicitation with respect
to the Exchange.


 


4.   COVENANTS.


 


(a) Best Efforts.
Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided
in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions
to be satisfied by it as provided in Section 7 of this Agreement.


 


(b)   Amendments
to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses.


 


(i)   Amendments
to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. Except as provided in this Agreement and other than
periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with the SEC any amendment to the Registration
Statement that relates to the Buyer, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby
or file with the SEC any Prospectus Supplement that relates to the Buyer, this Agreement or any other Transaction Document or the transactions
contemplated hereby or thereby with respect to which (a) the Buyer shall not previously have been advised, (b) the Company shall not have
given due consideration to any comments thereon received from the Buyer or its counsel, or (c) the Buyer shall reasonably object after
being so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement
to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly (but
in no event later than 24 hours) so inform the Buyer, the Buyer shall be provided with a reasonable opportunity to review and comment
upon any disclosure relating to the Buyer and the Company shall expeditiously furnish to the Buyer an electronic copy thereof. In addition,
for so long as, in the reasonable opinion of counsel for the Buyer, the Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale of Registered Securities by the Buyer,
the Company shall not file any Prospectus Supplement with respect to the Registered Securities without delivering or making available
a copy of such Prospectus Supplement, together with the Prospectus, to the Buyer promptly.


 


(ii)   The
Company has not made, and agrees that unless it obtains the prior written consent of the Buyer it will not make, an offer relating to
the Registered Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under
the 1933 Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by the Company
or the Buyer with the SEC or retained by the Company or the Buyer under Rule 433 under the 1933 Act. The Buyer has not made, and agrees
that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Registered Securities that
would constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433
under the 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Buyer or the Company
is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied
and will comply, as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the SEC, legending and record keeping.


 






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(c) Prospectus
Delivery. Immediately prior to execution of this Agreement, the Company shall have delivered to the Buyer, and as soon as practicable
after execution of this Agreement the Company shall file, Prospectus Supplements with respect to the Registered Securities to be issued
on the applicable Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company
shall provide the Buyer a reasonable opportunity to comment on a draft of each Prospectus Supplement and any Issuer Free Writing Prospectus,
shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof, shall deliver or make available
to the Buyer, without charge, an electronic copy of each form of Prospectus Supplement, together with the Prospectus, and any Permitted
Free Writing Prospectus on such Closing Date. The Company consents to the use of the Prospectus (and of any Prospectus Supplements thereto)
in accordance with the provisions of the 1933 Act and with the securities or “blue sky” laws of the jurisdictions in which
the Registered Securities may be sold by the Buyer, in connection with the offering and sale of the Registered Securities and for such
period of time thereafter as the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required
by the 1933 Act to be delivered in connection with sales of the Registered Securities. If during such period of time any event shall occur
that in the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or any
Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein (in the case of the Prospectus,
in light of the circumstances under which they were made) not misleading, or if it is necessary to amend the Registration Statement or
supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other applicable law or
regulation, the Company shall forthwith prepare and, subject to Section 4(b) above, file with the SEC an appropriate amendment to the
Registration Statement or Prospectus Supplement to the Prospectus (or supplement to the Permitted Free Writing Prospectus) and shall expeditiously
furnish or make available to the Buyer an electronic copy thereof.


 


(d) Stop
Orders. The Company shall advise the Buyer promptly (but in no event later than 24 hours) and shall confirm such advice in writing:
(i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement to the Registration Statement,
the Prospectus, any Permitted Free Writing Prospectus or for any additional information; (ii) of the Company’s receipt of notice
of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the
use of the Prospectus or any Prospectus Supplement, or of the suspension of qualification of the Registered Securities for offering or
sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (iii) of the Company becoming
aware of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Prospectus or
any Permitted Free Writing Prospectus untrue or which requires the making of any additions to or changes to the statements then made in
the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in order to state a material fact required by the
1933 Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus, in light
of the circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement
the Prospectus or any Permitted Free Writing Prospectus to comply with the 1933 Act or any other law or (iv) if at any time following
the date hereof the Registration Statement is not effective or is not otherwise available for the issuance of the Registered Securities
or any Prospectus contained therein is not available for use for any other reason. Thereafter, the Company shall promptly notify such
holders when the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and/or any amendment or supplement thereto,
as applicable, is effective and available for the issuance of the Registered Securities. If at any time the SEC shall issue any stop order
suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any Prospectus Supplement,
the Company shall use best efforts to obtain the withdrawal of such order at the earliest possible time.


 






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(e) Blue
Sky. The Company shall, on or before the applicable Closing Date, take such action as the Company shall reasonably determine is necessary
in order to obtain an exemption for, or to, qualify the Registered Securities for sale to the Buyers at such Closing pursuant to this
Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from
such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to such Closing Date. Without limiting
any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer
and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities
laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local
laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.


 


(f) Reporting Status.
Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”), the Company shall
timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require
or otherwise permit such termination.


 


(g) Use of Proceeds.
The Company will use the proceeds from the sale of the Securities as described in the Prospectus Supplement, but not, directly or indirectly,
for (i) except as set forth on Schedule 4(g), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the
redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.


 


(h) Financial Information.
The Company agrees to send the following to each holder of Notes (each, an “Investor”) during the Reporting Period
(i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1)
Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any
interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements
for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments
filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated
via a recognized news release service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases
issued by the Company or any of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices
and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available
or giving thereof to the stockholders.


 


(i) Listing. The
Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Securities (as defined
below) upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation
(as the case may be) of all Underlying Securities from time to time issuable under the terms of the Transaction Documents on such national
securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation
(as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global
Market or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries
shall take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(i). “Underlying
Securities” means (i) the Conversion Shares, and (ii) any capital stock of the Company issued or issuable with respect to the
Conversion Shares, the Indenture or the Notes respectively, including, without limitation, (1) as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares
of Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Notes) into which the
shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes.


 






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(j) Fees. The Company
shall reimburse the lead Buyer for all reasonable costs and expenses incurred by it or its affiliates in connection with the structuring,
documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation,
as applicable, (x) a non-accountable amount of $250,000 for the legal fees and disbursements of Kelley Drye & Warren LLP, counsel
to the lead Buyer, and (y) any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and
closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith)
(the “Transaction Expenses”) and shall be withheld by the lead Buyer from its applicable Purchase Price at the applicable
Closing, less any amounts previously paid by the Company to Kelley Drye & Warren LLP; provided, that the Company shall promptly reimburse
Kelley Drye & Warren LLP on demand for all Transaction Expenses not so reimbursed through such withholding at such Closing. The Company
shall be responsible for the payment of any placement agent’s fees, financial advisory fees, any fees and expenses of the Trustee
(including, without limitation, the fees and expenses of any legal counsel to the Trustee), transfer agent fees, DTC (as defined below)
fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated
hereby (including, without limitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement
agent in connection with the transactions contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against,
any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in
connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this
Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.


 


(k) Pledge of Securities.
Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be
pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the
Securities. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request
in connection with a pledge of the Securities to such pledgee by a Buyer.


 


(l) Disclosure of Transactions
and Other Material Information.


 


(i) Disclosure
of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the date of this Agreement, issue a press release
(the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated
by the Transaction Documents. On or before 9:00 a.m., New York time, on the date of this Agreement, the Company shall file a Current
Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required
by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules
to this Agreement), the form of Indenture, the form of Supplemental Indentures, and the form of Notes) (including all attachments, the
“Initial 8-K Filing”). The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after
the Company provides an Exchange Notice to any of the Buyers, file a Current Report on Form 8-K (the “Exchange 8-K Filing”)
reasonably acceptable to the Buyers, disclosing that the Company has elected to deliver an Exchange Notice to the Company and attaching
such Exchange Notice and all material Transaction Documents with respect to the Exchange (to the extent not previously included in a
filing with the SEC). The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the Company receives
an Additional Closing Notice from any of the Buyers, file a Current Report on Form 8 K (each, an “Additional 8-K Filing”,
and together with the Initial 8-K Filing and the Exchange 8-K Filing, the “8-K Filings”) reasonably acceptable to
the Buyers, disclosing that such Buyer has elected to deliver an Additional Closing Notice to the Company and attaching such Additional
Closing Notice and all material Transaction Documents with respect to such Additional Closing (to the extent not previously included
in a filing with the SEC). From and after (I) solely with respect to the Initial Closing, the issuance of the applicable Press Release
(II) solely with respect to the Exchange Closing, the filing of the Exchange 8-K with respect to the Exchange Closing or (III) solely
with respect to each Additional Closing, the filing of the Additional 8-K with respect to such Additional Closing, as applicable, the
Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its
Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by
the Transaction Documents. In addition, effective upon (I) solely with respect to the Initial Closing, the issuance of the applicable
Press Release or (II) solely with respect to each Additional Closing, the filing of the Additional 8-K with respect to such Additional
Closing, as applicable, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees
or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.


 






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(ii) Limitations
on Disclosure. Except with respect to the delivery of an Additional Closing Notice, the Company shall not, and the Company shall cause
each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with
any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express
prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach
of any of the foregoing covenants, including, without limitation, Section 4(q) of this Agreement, or any of the covenants or agreements
contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein
or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of
its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the
Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents,
for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s
consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty
not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor
any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided,
however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other
public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filings and contemporaneously therewith
and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the
Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent
of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause
each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding
anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly
acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written
definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind
any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material,
non-public information regarding the Company or any of its Subsidiaries.


 


(m) Additional Issuance
of Securities. So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of
the Required Holders issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities
that would cause a breach or default under the Notes. The Company agrees that for the period commencing on the date hereof and ending
on the date immediately following the six month anniversary of the Initial Closing Date (or, with respect to any Additional Closing Date,
commencing on such Additional Closing and ending on the date immediately following the six month anniversary of such Additional Closing
Date)(the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly:


 


(i) file
a registration statement under the 1933 Act relating to securities that are not the Underlying Securities (other than a registration statement
on Form S-4, Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective
by the SEC as of the date hereof (including the Registration Statement) (solely to the extent necessary to keep such registration statements
effective and available and not with respect to any Subsequent Placement));


 






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(ii) amend
or modify (whether by an amendment, waiver, exchange of securities, or otherwise) any of the Company’s warrants to purchase Common
Stock that are outstanding as of the date hereof; or


 


(iii) issue,
offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option
or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation,
any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Convertible Securities
(as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement
(whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”).
Notwithstanding the foregoing, this Section 4(m) shall not apply in respect of the issuance of (A) shares of Common Stock or standard
options to purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved
Stock Plan (as defined below), provided that (x) all such issuances (taking into account the shares of Common Stock issuable upon exercise
of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 5% of the Common Stock issued
and outstanding immediately prior to the date hereof and (y) 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; (B) shares of Common Stock issued upon the conversion or exercise
of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (A) above) issued prior to the date hereof, provided that the conversion, exercise or other method of issuance (as the case
may be) of any such Convertible Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case
may be) provisions of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion,
exercise or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (A) above) is not lowered, none of such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) are amended to increase
the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) are otherwise materially changed
in any manner that adversely affects any of the Buyers; (C) the Conversion Shares, (D) any shares of Common Stock, warrants or options
issued or issuable in connection with the acquisition of Airobotics Ltd. and with any bona fide strategic or commercial alliances, acquisitions,
mergers, licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital
as reasonably determined, 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 (z) 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 (E) shares of Common Stock issued pursuant to a Permitted ATM (as defined below) at such time as the ATM Program Condition
(as defined below) is satisfied (each of the foregoing in clauses (A) through (E), collectively the “Excluded Securities”).
“Approved Stock Plan” means any employee benefit plan, including stock incentive plans, which has been approved by
the board of directors of the Company prior to or subsequent to the date hereof 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.


 






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(n) Reservation of Shares.
So long as any of the Notes remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved
for the purpose of issuance, no less than 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes
then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Alternate Conversion Price assuming an Alternate
Conversion Date as of such applicable date of determination, and (y) any such conversion shall not take into account any limitations
on the conversion of the Notes set forth in the Notes), (collectively, the “Required Reserve Amount”); provided that
at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(n) be reduced other than proportionally in
connection with any conversion, exercise and/or redemption, as applicable of Notes. If at any time the number of shares of Common Stock
authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate
action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of
stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case
of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting
the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized
shares is sufficient to meet the Required Reserve Amount.


 


(o) Conduct of Business.
The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental
Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material
Adverse Effect.


 


(p) Other Notes; Variable
Securities. So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or entering
into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than an at-the-market offering with
the Placement Agent (a “Permitted ATM”) solely with respect to Common Stock issued at a trading price greater than
120% of the greater of (x) the initial Conversion Price (as defined in the Initial Notes and (y) the initial Conversion Price (as defined
in the Additional Notes) (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the
“ATM Program Condition”)). “Variable Rate Transaction” means a transaction in which the Company
or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price
that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial
issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some
future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary “weighted
average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or
an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other
than standard and customary “preemptive” or “participation” rights). Each Buyer shall be entitled to obtain injunctive
relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.


 


(q) Participation Right.
At any time any Notes remain outstanding, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent
Placement unless the Company shall have first complied with this Section 4(q). The Company acknowledges and agrees that the right
set forth in this Section 4(q) is a right granted by the Company, separately, to each Buyer.


 






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(i) At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation,
material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains material, non-public
information, a statement asking whether the Investor is willing to accept material non-public information or (B) if the proposed Offer
Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes or intends to effect
a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material, non-public information and
(z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to such Subsequent
Placement upon its written request. Upon the written request of a Buyer within three (3) Trading Days after the Company’s delivery
to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later than one (1)
Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”) of any proposed
or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other
terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged,
(C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D)
offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s pro rata portion of
25% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the right to subscribe for under
this Section 4(q) shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased
hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic
Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate
it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”),
which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount.


 


(ii) To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth
an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,
the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference
between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),
each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription
Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires
to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each
Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt
of such new Offer Notice.


 


(iii) The
Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all or any
part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described in
the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer
Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the
transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which
shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein
filed as exhibits thereto.


 






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(iv) In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified
in Section 4(q)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice of Acceptance
or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than
the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(q)(ii) above multiplied
by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue,
sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(q) prior to such reduction)
and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce
the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than
the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance
with Section 4(q)(i) above.


 


(v) Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company,
and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced
pursuant to Section 4(q)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The purchase
by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and such Buyer
of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such Buyer and its
counsel.


 


(vi) Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(q) may not be issued, sold or exchanged
until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii) The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Subsequent Placement Agreement with respect
to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection
with, any agreement previously entered into with the Company or any instrument received from the Company.


 


(viii) Notwithstanding
anything to the contrary in this Section 4(q) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing
to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention
to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any material, non-public
information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth (5th) Business
Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment
of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not
be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries. Should the Company decide
to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and
such Buyer will again have the right of participation set forth in this Section 4(q). The Company shall not be permitted to deliver more
than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of Section
4(q)(ii).


 


(ix) The
restrictions contained in this Section 4(q) shall not apply in connection with the issuance of any Excluded Securities. The Company shall
not circumvent the provisions of this Section 4(q) by providing terms or conditions to one Buyer that are not provided to all.


 






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(r) Dilutive Issuances.
For so long as any Notes remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined
in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Notes any
shares of Common Stock in excess of that number of shares of Common Stock which the Company may issue upon conversion of the Notes without
breaching the Company’s obligations under the rules or regulations of the Principal Market.


 


(s) Passive Foreign Investment
Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such
a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of
Section 1297 of the Code.


 


(t) Restriction on Redemption
and Cash Dividends. So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay
any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.


 


(u) Corporate Existence.
So long as any Buyer beneficially owns any Notes, the Company shall not be party to any Fundamental Transaction (as defined in the Notes)
unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes.


 


(v) Stock Splits.
Until the Notes and all notes issued pursuant to the terms thereof are no longer outstanding, the Company shall not effect any stock
combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the
foregoing) without the prior written consent of the Required Holders (as defined below).


 


(w) Conversion
Procedures. Each of the form of Conversion Notice (as defined in the Notes) included in the Notes set forth the totality of the procedures
required of the Buyers in order to convert the Notes. No additional legal opinion, other information or instructions shall be required
of the Buyers to convert their Notes. The Company shall honor conversions of the Notes and shall deliver the Conversion Shares in accordance
with the terms, conditions and time periods set forth in the Notes. Without limiting the preceding sentences, no ink-original Conversion
Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form
be required in order to convert the Notes.


 


(x) Regulation M.
The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the Securities
contemplated hereby.


 


(y) No Net Short Position.
Each Buyer hereby agrees solely with the Company, severally and not jointly, and not with any other Buyer, for so long as such Buyer
owns any Notes, such Buyer shall not maintain a Net Short Position (as defined below). For purposes hereof, a “Net Short Position”
by a person means a position whereby such person has executed one or more sales of Common Stock that is marked as a short sale (but not
including any sale marked “short exempt”) and that is executed at a time when such Buyer has no equivalent offsetting long
position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO of the 1934
Act); provided, that, for purposes of such calculations, any short sales either (x) consummated at a price greater than or equal to (A)
the Conversion Price, (y) that is a result of a bona-fide trading error on behalf of such Buyer (or its affiliates) or (z) that would
otherwise be marked as a “long” sale, but for the occurrence of a Conversion Failure (as defined in the Notes), an Equity
Conditions Failure (as defined in the Notes) and/or any other breach by the Company (or its affiliates or agents, including, without
limitation, the Transfer Agent) of any Transaction Document, in each case, shall be excluded from such calculations. For purposes of
determining whether a Buyer has an equivalent offsetting “long” position in the Common Stock, (A) all Common Stock that is
owned by such Buyer shall be deemed held “long” by such Buyer, (B) all Common Stock that would be issuable upon conversion
in full of all Securities issuable to such Buyer or then held by such Buyer, as applicable (assuming that such Securities were then fully
convertible, notwithstanding any provisions to the contrary, and giving effect to any conversion price adjustments that would take effect
given only the passage of time) shall be deemed to be held long by such Buyer, and (C) at any other time the Company is required (or
has elected (or is deemed to have elected)) to issue shares of Common Stock to such Buyer pursuant to the terms of the Notes, any shares
of Common Stock issued or issuable to such Buyer (or its designee, if applicable) in connection therewith shall be deemed held “long”
by such Buyer from and after the date that is two (2) Trading Days prior to the deadline for delivery of such shares of Common Stock
to such Buyer, as set forth in the Notes, until such time as such Buyer shall no longer beneficially own such shares of Common Stock.


 






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(z) Stockholder Approval.
The Company shall either (x) if the Company shall have obtained the prior written consent of the requisite stockholders (the “Stockholder
Consent”) to obtain the Stockholder Approval (as defined below), inform the stockholders of the Company of the receipt of the
Stockholder Consent by preparing and filing with the SEC, as promptly as practicable after the date hereof, but prior to the forty-fifth
(45th) calendar day after the Closing Date (or, if such filing is delayed by a court or regulatory agency, in no event later than 90
calendar days after the Closing), an information statement with respect thereto or (y) provide each stockholder entitled to vote at a
special meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held
not later than December 31, 2022 (the “Stockholder Meeting Deadline”), a proxy statement, in each case, in a form
reasonably acceptable to the Buyers and Kelley Drye & Warren LLP, at the expense of the Company, with the Company obligated to reimburse
the expenses of Kelley Drye & Warren LLP incurred in connection therewith in an amount not exceed $5,000. The proxy statement, if
any, shall solicit each of the Company’s stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions
(“Stockholder Resolutions”) providing for the approval of the issuance of all of the Securities in compliance with
the rules and regulations of the Principal Market (without regard to any limitations on conversion set forth in the Notes) (such affirmative
approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained,
the “Stockholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its stockholders’
approval of such resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve such
resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite
the Company’s reasonable best efforts the Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline,
the Company shall cause an additional Stockholder Meeting to be held on or prior to March 31, 2023. If, despite the Company’s reasonable
best efforts the Stockholder Approval is not obtained after such subsequent stockholder meetings, the Company shall cause an additional
Stockholder Meeting to be held semi-annually thereafter until such Stockholder Approval is obtained.


 


(aa) Finalization of Indenture
and Supplemental Indenture. The Company and the Buyers shall use their best efforts to finalize the form of Indenture and Supplemental
Indenture by no later than the twentieth (20th) Business Day after the date hereof.


 


(bb) Closing Documents.
On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer
and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities and any other document required
to be delivered to any party pursuant to Section 7 hereof or otherwise.


 


5. REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a) Register. The
Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Notes in which the Company shall record the name and address of the Person in whose
name the Notes have been issued (including the name and address of each transferee), the principal amount of the Notes held by such Person
and the number of Conversion Shares issuable pursuant to the terms of the Notes. The Company shall keep the register open and available
at all times during business hours for inspection of any Buyer or its legal representatives.


 






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(b) Transfer Agent Instructions.
The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable, the “Transfer
Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to issue
certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered
in the name of each Buyer or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by each
Buyer to the Company upon conversion of the Notes. The Company represents and warrants that no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5(b), will be given by the Company to its transfer agent with respect to
the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable,
to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of any
Securities, the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or
credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such
sale, transfer or assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to
a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will
be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that
a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Transfer
Agent as follows: (i) upon each conversion of the Notes (unless such issuance is covered by a prior legal opinion previously delivered
to the Transfer Agent) and (ii) on each date a registration statement with respect to the issuance or resale of any of the Securities
is declared effective by the SEC. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with
the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.


 


(c) Legends.
Certificates and any other instruments evidencing the Securities shall not bear any restrictive or other legend.


 


(d) FAST
Compliance. While any Notes remain outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated
Securities Transfer Program.


 


6. CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


(a) The
obligation of the Company hereunder to issue and sell the Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction,
at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i) Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld
pursuant to Section 4(j)) for the Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately
available funds in accordance with the Flow of Funds Letter.


 


(iii) The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the
Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to the Initial Closing Date.


 






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(b) The
obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to
the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for
the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior
written notice thereof:


 


(i) Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Such
Buyer and each other Buyer shall have delivered to the Company the applicable Additional Optional Purchase Price (less, in the case of
any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional
Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter.


 


(iii) The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of such
Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such
Buyer at or prior to such Additional Closing Date.


 


7. CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


(a) The
obligation of each Buyer hereunder to purchase its Initial Note at the Initial Closing is subject to the satisfaction, at or before the
Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and
may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents and the Company shall have duly executed
and delivered to such Buyer the Initial Note (in such original principal amount as is set forth across from such Buyer’s name in
column (3) of the Schedule of Buyers) being purchased by such Buyer at the Initial Closing pursuant to this Agreement.


 


(ii) Such
Buyer shall have received the opinion of Akerman LLP, the Company’s counsel, dated as of the Initial Closing Date, and the opinion
of Snell & Wilmer LLP, the Company’s special Nevada counsel, dated as of the Initial Closing Date, in each case, in the form
acceptable to such Buyer.


 


(iii) The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,
which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in
full force and effect as of such Initial Closing Date.


 


(iv) The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s
jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within
ten (10) days of the Initial Closing Date.


 


(v) The
Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good
standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required
to so qualify, as of a date within ten (10) days of the Initial Closing Date.


 


(vi) The
Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State
within ten (10) days of the Initial Closing Date.


 


(vii) The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company
and dated as of the Initial Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation of the Company and (iii) the
Bylaws of the Company, each as in effect at the Initial Closing.


 


(viii) Each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Initial Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be
true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date.
Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Initial Closing
Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such
Buyer.


 






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(ix) The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common
Stock outstanding on the Initial Closing Date immediately prior to the Initial Closing.


 


(x) The
Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,
as of the Initial Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC
or the Principal Market have been threatened, as of the Initial Closing Date, either (I) in writing by the SEC or the Principal Market
or (II) by falling below the minimum maintenance requirements of the Principal Market.


 


(xi) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, those required by the Principal Market, if any.


 


(xii) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.


 


(xiii) Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material
Adverse Effect.


 


(xiv) The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares
issuable upon conversion of the Initial Notes.


 


(xv) Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting
forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Initial Flow of Funds Letter”).


 


(xvi) From
the date hereof to the Initial Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal
Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior
to the Initial Closing), and, (ii) at any time prior to the Initial Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Initial Closing


 


(xvii) The
Registration Statement shall be effective and available for the issuance and sale of the Initial Notes to be issued in the Initial Closing
and the Conversion Shares issuable upon conversion thereof pursuant to the terms of the Initial Notes and the Company shall have delivered
to such Buyer the Prospectus and the Prospectus Supplement with respect thereto as required hereunder and thereunder.


 


(xviii) The
Company shall have taken all action necessary (including, without limitation, any amendment, modification or waivers to the Permitted
ATM) to establish a reserve of such portion of the Registration Statement as necessary to permit the issuance, in full, of the Registered
Notes pursuant to the Registration Statement.


 


(xix) The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 






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(b) The
obligation of each Buyer hereunder to purchase the applicable Additional Note at the applicable Additional Closing is subject to the satisfaction,
at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s
sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents and the Company shall have duly executed
and delivered to such Buyer such Additional Note being purchased by such Buyer at such Additional Closing pursuant to this Agreement.


 


(ii) Such
Buyer shall have received the opinion of Akerman LLP, the Company’s counsel, dated as of such Additional Closing Date, and the opinion
of Snell & Wilmer LLP, the Company’s special Nevada counsel, dated as of such Additional Closing Date, in each case, in the
form acceptable to such Buyer.


 


(iii) The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,
which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent and shall remain in
full force and effect as of such Additional Closing Date.


 


(iv) The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s
jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within
ten (10) days of such Additional Closing Date.


 


(v) The
Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good
standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required
to so qualify, as of a date within ten (10) days of such Additional Closing Date.


 


(vi) The
Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State
within ten (10) days of such Additional Closing Date.


 


(vii) The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company
and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation of the Company and (iii) the
Bylaws of the Company, each as in effect at such Additional Closing.


 


(viii) Each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Additional Closing
Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be
true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date.
Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of such Additional
Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable
to such Buyer.


 


(ix) The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common
Stock outstanding on such Additional Closing Date immediately prior to such Additional Closing.


 






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(x) The
Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended,
as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the
SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (I) in writing by the SEC or the Principal
Market or (II) by falling below the minimum maintenance requirements of the Principal Market.


 


(xi) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, those required by the Principal Market, if any.


 


(xii) No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.


 


(xiii) Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material
Adverse Effect.


 


(xiv) The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares
issuable upon conversion of such Additional Notes to be sold in such Additional Closing.


 


(xv) Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting
forth the wire amounts of each Buyer and the wire transfer instructions of the Company with respect to such Additional Closing (each,
an “Additional Flow of Funds Letter”).


 


(xvi) From
the date hereof to such Additional Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal
Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior
to such Additional Closing), and, (ii) at any time prior to such Additional Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades
are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at such Additional Closing


 


(xvii) The
Registration Statement shall be effective and available for the issuance and sale of the Additional Notes to be issued in such Additional
Closing and the Conversion Shares issuable upon conversion thereof pursuant to the terms of the Indenture and the Supplemental Indenture
for such Additional Note and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement with respect
thereto as required hereunder and thereunder.


 


(xviii) The
Company shall have filed a Form T-1, in form and substance satisfactory to the Trustee, with respect to the transaction contemplated hereby
in accordance with TIA 305(b)(2).


 






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(xix) The
Trustee shall have duly executed and delivered to the Company and such Buyer the Indenture, the Supplemental Indenture for such Additional
Notes to be issued in such Additional Closing and the custodian agreements in the form attached hereto as Exhibit B (each,
a “Custodian Agreement”). The Indenture and the Supplemental Indenture for such Additional Notes shall be qualified
under the TIA.


 


(xx) No
bona fide dispute shall exist, by and between (or among) any of the Buyers, any holder of Notes, the Trustee and/or the Company, which
dispute is reasonably related to this Agreement, any of the Securities and/or the transactions contemplated hereby or thereby, as applicable.


 


(xxi) The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


8. TERMINATION.


 


In the event that the Closing
shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the right to terminate
its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability
of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be
available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the
result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes shall be applicable
only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company
under this Agreement to reimburse such Buyer for the expenses described in Section 4(j) above. Nothing contained in this Section 8
shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or
the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement or the other Transaction Documents.


 


9. MISCELLANEOUS.


 


(a) Governing Law; Jurisdiction;
Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement 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. The Company 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 under any of the other
Transaction Documents or with any transaction contemplated hereby or thereby, 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. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such
Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY 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 UNDER ANY OTHER TRANSACTION DOCUMENT
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 






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(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


(c) Headings; Gender.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.
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 Agreement instead of just the provision in which they are found.


 


(d) Severability; Maximum
Payment Amounts. If any provision of this Agreement 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 Agreement so long as this Agreement 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). Notwithstanding anything to the contrary
contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable),
it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the
case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts
that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly,
if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant to the Transaction Documents is finally judicially
determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made
by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment
shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other
amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For
greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such
Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another
applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.


 






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(e) Entire Agreement;
Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries,
their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with respect to Common
Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the
schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding
of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement
or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with,
or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior
investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any
of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof
between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or
any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except
as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may
be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment
to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and
holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than
all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s
prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it
is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision
of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e)
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent
that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only)
or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld
in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also
is offered to all of the parties to the Transaction Documents and all holders of the Notes. From the date hereof and while any Notes
are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Notes that is not otherwise
contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such
Buyer or holder of Notes in a manner that is more favorable than other similarly situated Buyers or holders of Notes, or (ii) to treat
any Buyer(s) or holder(s) of Notes in a manner that is less favorable than the Buyer or holder of Notes that is paying such consideration;
provided, however, that the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard
any securities of the Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any
Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction
Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment
or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement
for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation
or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on,
or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in
this Agreement or any other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly
preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations
and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to
the Closing Date, each Buyer entitled to purchase Notes at the Closing and (II) on or after the Closing Date, holders of a majority of
the Underlying Securities as of such time (excluding any Underlying Securities held by the Company or any of its Subsidiaries as of such
time and excluding any purchasers of Underlying Securities, unless pursuant to a written assignment by such Buyer) issued or issuable
hereunder or pursuant to the Notes (or the Buyers, with respect to any waiver or amendment of Section 4(o)).


 






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(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does
not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such
recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications shall be:


 


If to the Company:


 


Ondas Holdings Inc.

411 Waverley Oaks Road


Suite 114


Waltham, MA 02452

Telephone: (888) 350-9994

Attention: Eric A. Brock, Chief Executive Officer

E-Mail: erick.brock@ondas.com


 


With a copy (for informational purposes only) to:


 


Akerman LLP

201 E. Las Olas Blvd, Suite 1800

Fort Lauderdale, FL 33301

Telephone: (954) 463-2700

Attention: Christina Russo

E-Mail: christina.russo@akerman.com


 


If to the Transfer Agent:


 


Globex Transfer, LLC

780 Deltona Blvd., Suite 202

Deltona, Florida 32725

Telephone: (813) 344-4490

Attention: Efraim Rios

E-Mail: er@globextransfer.com


 


If to a Buyer, to its mailing address and e-mail address
set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,


 


with a copy (for informational purposes only) to:


 


Kelley Drye & Warren LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Telephone: (212) 808-7540

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com


 


or to such other mailing address
and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren LLP shall only be provided
copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the sender’s e-mail containing the time, date and recipient’s
e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt
from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 






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(g) Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any
purchasers of any of the Notes (but excluding any purchasers of Underlying Securities, unless pursuant to a written assignment by such
Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required
Holders, including, without limitation, by way of a Fundamental Transaction (as defined in the Notes) (unless the Company is in compliance
with the applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may assign some or all of its rights
hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such assignee shall
be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h) No Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Section 9(k).


 


(i) Survival. The
representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.


 


(j) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k) Indemnification.


 


(i) In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in
addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors,
employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought),
and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company
or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any
Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against
such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary)
or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(l), or (D) the
status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the
Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action
or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.


 






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(ii) Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental
action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the
Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right
to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory
to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees
and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees and expenses; (B) the
Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to
such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including any impleaded
parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the
Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right
to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C)
above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees.
The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified
Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such
action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include
any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated
to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification
has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall
not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that the Company is materially
and adversely prejudiced in its ability to defend such action.


 


(iii) The
indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.


 


(iv) The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Company
or others, and (B) any liabilities the Company may be subject to pursuant to the law.


 


(l) Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules
of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers
in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,
recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding
anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or
warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect
short sales or similar transactions in the future.


 






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(m) Remedies. Each
Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights
and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under
any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision
of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages
by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company
recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s
(as the case may be) obligations under the Transaction Documents, any remedy at law would be inadequate relief to the Buyers. The Company
therefore agrees that the Buyers shall be entitled 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 remedies provided in this Agreement and the other Transaction Documents shall be cumulative
and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief).


 


(n) Withdrawal Right.
Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever
any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely
perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion
from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.


 


(o) Payment Set Aside;
Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction
Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds
of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside,
recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any
other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United
States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents 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 Agreement, the U.S. Dollar exchange rate as published in the Wall Street
Journal on the relevant date of calculation.


 


(p) Judgment Currency.


 


(i) If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document
in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this
Section 9(p) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, the conversion
shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


 


(1) 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


 


(2) 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 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion Date”).


 






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(ii) If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2) 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.


 


(iii) 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 Agreement or any other Transaction Document.


 


(q) Independent Nature
of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not joint
with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other
Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer
pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute,
a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any
way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the
transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in
concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated
by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by
such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection
with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring
such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms
that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be
necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to
effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision
of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested
to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively
and not between and among the Buyers.


 


[signature pages follow]


 






    48


     


    

 


IN WITNESS WHEREOF, each
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ONDAS HOLDINGS INC.


 


	 	By:	 
	 	 	Name: Eric A. Brock
	 	 	Title: Chairman and Chief Executive Officer


 






     


     


    

 


IN WITNESS WHEREOF, each
Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.


 


	 	BUYER:
	 	 
	 	 


 


	 	By:	 
	 	 	Name: 
	 	 	Title: 


 






     


     


    

 


Exhibit
A-1


 


[FORM
OF SERIES A SENIOR CONVERTIBLE NOTE]


 


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), THE COMPANY’S
CHIEF FINANCIAL OFFICER, 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). THE COMPANY’S
CHIEF FINANCIAL OFFICER MAY BE REACHED AT TELEPHONE NUMBER 888-350-9994.


 


Ondas
Holdings Inc.


 


3%
SERIES A Senior Convertible Note Due 2023


 


	Issuance
    Date: October 28, 2022	Original
    Principal Amount: U.S. $[●]


 


FOR
VALUE RECEIVED, Ondas Holdings Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order
of ____________ or its registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as
reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether
upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined
below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the
“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with
respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case
in accordance with the terms hereof). This 3% Series A Senior Convertible Note Due 2023 (including all Senior Convertible Notes issued
in exchange, transfer or replacement hereof, this “Note”) is one of an issue of Senior Convertible Notes (collectively,
the “Notes”, and such other Senior Convertible Notes, the “Other Notes”) issued pursuant to (i)
Section 1 of that certain Securities Purchase Agreement, dated as of October 26, 2022 (the “Subscription Date”), by
and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities
Purchase Agreement”), and (ii) the Company’s Registration Statement on Form S-3 (File number 333-252571) (the “Registration
Statement”). Certain capitalized terms used herein are defined in Section 30.


 


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 23(c)) on such Principal and Interest.
Other than as specifically permitted or required 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, if any, hereunder and
under any Other Notes held by such Holder, Third, all other amounts (other than Principal) outstanding under any Other Notes held
by such Holder and, Fourth, all Principal outstanding hereunder and under any Other Notes held by such Holder, in each case, allocated
pro rata among this Note and such Other Notes held by such Holder.


 


2.
INTEREST; INTEREST RATE.


 


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


 






     


     


    

 


(b)
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate. Accrued and unpaid Interest
on this Note shall be included in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during
the continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or
if the Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default
has occurred), the Interest Rate shall automatically be increased to fifteen percent (15.0%) per annum (the “Default Rate”).
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 in writing by the Holder)), the adjustment referred to in the preceding sentence shall cease to be effective as of
the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate
during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such
Event of Default through and including the date of such cure or waiver of such Event of Default, unless waived in writing by the Holder.


 


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


 


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


 


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


 


(i)
“Conversion Amount” means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with respect
to which this determination is being made and (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.


 


(ii)
“Conversion Price” means, as of any Conversion Date or other date of determination, $4.25, subject to adjustment as
provided herein.


 






    2


     


    

 


(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 17(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
two (2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note
(in accordance with Section 17(d)) representing the outstanding Principal (and accrued and unpaid Interest thereon) 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 Principal outstanding hereunder, including for purposes of
determining 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, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate
for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s
share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s
designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this
Note (as the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder,
(1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common
Stock is not timely effected an amount equal to one percent (1%) of the product of (A) the sum of the number of shares of Common Stock
not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading
price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion
Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion
Notice with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant
to such Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make
any payments which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing,
if on or prior to the Share Delivery Deadline if the Transfer Agent is not participating in FAST, the Company shall fail to issue and
deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register
or, if the Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the
Holder’s designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion
hereunder or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline
the Holder acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion
of the number of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has
not received from the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other
remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in
the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including
brokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including,
without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point
the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance
account of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the
Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall
terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such
shares of Common Stock or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the
number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares of
Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the
date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the “Buy-In
Payment Amount”). Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock)
upon the conversion of this Note as required pursuant to the terms hereof.


 






    4


     


    

 


(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 16, 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.


 


(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 22.


 






    5


     


    

 


(d)
Limitations on Conversions.


 


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


 






    6


     


    

 


(ii)
Principal Market Regulation The Company shall not issue any shares of Common Stock upon conversion of this Note or otherwise pursuant
to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock
which the Company may issue upon conversion of the Notes or otherwise pursuant to the terms of this Note without breaching the Company’s
obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules
and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”),
except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by
the applicable rules of the Principal Market for issuances of shares of Common Stock 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 otherwise pursuant to the terms of the Notes, 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 Initial 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 Initial Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer
shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s
Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply
to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise
in full of a holder’s Notes, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares
of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes shall be allocated, to the respective
Exchange Cap Allocations of the remaining holders of Notes on a pro rata basis in proportion to the shares of Common Stock underlying
the Notes then held by each such holder of Notes. At any time after the Stockholder Meeting Deadline (as defined in the Securities Purchase
Agreement), 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 greater of (I)
the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the
applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment
under this Section 3(d)(ii) and (b) the greatest VWAP of the Common Stock on any Trading Day during such Period and (ii) to the extent
of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the
Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).


 


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


 


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


 






    7


     


    

 


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


 


4.
RIGHTS UPON EVENT OF DEFAULT.


 


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


 


(i)
the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period
of five (5) consecutive Trading Days;


 


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


 


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


 


(iv)
the Company’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 failure to pay any redemption payments or amounts hereunder) or any other
Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other instrument
delivered in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late
Charges when and as due, in which case only if such failure remains uncured for a period of at least three (3) Trading Days;


 


(v)
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 five (5) Trading Days;


 






    8


     


    

 


(vi)
the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $1,000,000 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;


 


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


 


(viii)
the commencement by the Company or any Significant 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
Significant 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 Significant 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 Significant 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 against
the assets of the Company or any Significant Subsidiary;


 


(ix)
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Significant 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 Significant 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 Significant 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;


 


(x)
a final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or any
of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,000,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;


 






    9


     


    

 


(xi)
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 $1,000,000 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 $1,000,000, which breach or violation permits the other
party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or
event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement
binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the
business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects
of the Company or any of its Subsidiaries, individually or in the aggregate;


 


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


 


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


 


(xiv)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13(a)-(d), (f), (g) or
(h) of this Note;


 


(xv)
any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xvi)
any Event of Default (as defined in the Other Notes) occurs and is continuing with respect to any Other Notes.


 






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(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 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 (calculated assuming an Alternate Conversion as of the date of the Event of Default Redemption Notice) with respect to
the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of
Default and ending on the date the Company makes the entire payment required to be made under this Section 4(b) (the “Event
of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of
Section 11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to
be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to
the contrary in this Section 3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges
thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon)
may be converted, in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. In the event of a partial
redemption of this Note pursuant hereto, the Principal amount redeemed shall be deducted from the Principal outstanding hereunder, including
for purposes of determining the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default
Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the
uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due
under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss
of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies
by the Holder, and all other rights and remedies of the Holder shall be preserved.


 


(c)
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity
Date, the Company shall immediately pay to the Holder an amount in cash representing (i) 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.


 






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5.
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)
Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes
in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions
of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders (as defined
in the Securities Purchase Agreement) and approved by the Required Holders 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 reasonably satisfactory to the Required Holders, 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 to the Notes and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence
of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
6 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental
Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity)
which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted
immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in
accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of
written notice to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The
provisions of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard
to any limitations on the conversion of this Note.


 






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(b)
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days
prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement
of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder (a
“Change of Control Notice”). At any time during the period beginning after the Holder’s receipt of a Change
of Control Notice or the Holder becoming aware of a Change of Control if a Change of Control Notice is not delivered to the Holder in
accordance with the immediately preceding sentence (as applicable) and ending on twenty (20) Trading Days after the later of (A) the
date of consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice or (C) the date of the announcement
of such Change of Control, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice
thereof (“Change of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate
the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall
be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium
multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (A) the Conversion Amount being redeemed multiplied by (B)
the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on
the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement
of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price
then in effect and (iii) the product of (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
11 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 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed
shall be deducted from the Principal outstanding hereunder, including for purposes of determining the Installment Amount(s) relating
to the applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption
of any portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder. Accordingly, any Redemption Premium due under this Section 5(b) is intended by the parties to be, and shall
be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 






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


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Sections 7 or 14 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 Installment
Conversion Price assuming an Installment Date 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 (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 such time or times, 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
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).


 


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


 






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7.
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a)
Adjustment of Conversion Price upon 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 120% of 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 120% of 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.


 






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(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)(i), 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.


 






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(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 (as determined by the Holder, 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; provided that for avoidance of doubt, transaction costs shall not be netted against the amount of consideration
received. 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).


 






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(b)
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6,
Section 14 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 14 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 with respect to a Permitted ATM (as defined in the Securities Purchase
Agreement) at any time the ATM Program Condition (as defined in the Securities Purchase Agreement) is satisfied (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, in each case, at a price which varies or may vary with
the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations
reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each
of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall
provide written notice thereof via electronic mail and overnight courier to the Holder on the date of such agreement and the issuance
of such Common Stock, Convertible Securities or Options. From and after the date the Company enters into such agreement or issues any
such Variable Price Securities (other than with respect to a Permitted ATM at any time the ATM Program Condition (as defined in the Securities
Purchase Agreement) is satisfied), the Holder shall have the right, but not the obligation, in its sole discretion to substitute the
Variable Price 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.


 


(d)
Stock Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock
split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock
Combination Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price
is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth
(16th) Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth
(16th) Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased)
to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result
in an increase in the Conversion Price hereunder, no adjustment shall be made.


 






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(e)
Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of
stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall
in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided
that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section
7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such
dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank
of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest
error and whose fees and expenses shall be borne by the Company.


 


(f)
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.


 


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


 


8.
INSTALLMENT CONVERSION OR REDEMPTION.


 


(a)
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the
Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this
Section 8 (a “Installment Conversion”); provided, however, that the Company may, at its option following
notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment
Redemption”) or by any combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding
applicable Installment Amount due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment
Date, subject to the provisions of this Section 8. On the date which is the sixth (6th) Trading Day prior to each Installment Date (or,
with respect to the initial Installment Date, as of the Initial Closing 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).


 






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(b)
Mechanics of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have
delivered an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion
in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if
any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such
Installment Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject
to the reduction contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 8(b)),
and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment
Floor Amount, provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and
an Installment Conversion is not otherwise prohibited under any other provision of this Note. If the Company confirmed (or is deemed
to have confirmed by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part,
and there was no Equity Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity
Conditions in connection with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure
occurred between the applicable Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment
Period”), the Company shall provide the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure
(which is not waived in writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted
under any other provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require
the Company to do any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted
Installment Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the
Company shall pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount
in cash equal to 125% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect
to all or any part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all
the rights of a holder of this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the
Conversion Price for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the
lesser of (A) the Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B)
the Installment Conversion Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto
as if such date was an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following
the applicable Installment Date by payment of such amount by such date, then the Holder shall have the rights set forth in Section 11(a)
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)(iv)). Notwithstanding anything to the contrary
in this Section 8(b), but subject to 3(d), until the Company delivers Common Stock representing the Installment Conversion Amount to
the Holder, the Installment Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 3. In the event that
the Holder elects to convert the Installment Conversion Amount prior to the applicable Installment Date as set forth in the immediately
preceding sentence, the Installment Conversion Amount so converted shall be deducted from the Principal outstanding hereunder, including
for purposes of determining the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion
Notice. The Company shall pay any and all taxes that may be payable with respect to the issuance and delivery of any shares of Common
Stock in any Installment Conversion hereunder.


 






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(c)
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in
part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the
applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to 103% of the applicable
Installment Redemption Amount (the “Installment Redemption Price”). 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 Principal amount
outstanding hereunder, including for purposes of determining 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 11.


 


(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 Current Installment 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
anything to the contrary in this Section 8(e), with respect to each period commencing on an Installment Date and ending on the Trading
Day immediately prior to the next Installment Date (each, an “Acceleration Measuring Period”), the Holder may not
elect to effect an Acceleration (the “Current Acceleration”, and such date of determination, the “Current
Acceleration Determination Date”) during such Acceleration Measuring Period if the total adjustments to the Installment Conversion
Amount with respect to the Installment Date related to such Current Acceleration (as adjusted for any other Accelerations and Deferrals
during such Acceleration Measuring Period), exceeds five (5) times the Installment Amount with respect to the Installment Date related
to such Current Acceleration.


 






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9.
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. Notwithstanding anything herein to the contrary, if after
the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason
(other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such
failure, including, without limitation, obtaining such consents or approvals as necessary to permit such conversion into shares of Common
Stock.


 


10.
RESERVATION OF AUTHORIZED SHARES.


 


(a)
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of shares
of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions,
Alternate Conversions and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming
such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve
Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall
be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Initial
Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”).
In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro
rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which
ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then
held by such holders.


 


(b)
Insufficient Authorized Shares. If, notwithstanding Section 10(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 take all action necessary to increase
the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount
for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the
occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure,
the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock.
In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to
solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if 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 greatest Closing Sale Price
of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice
with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under this Section
10(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any,
of the Holder incurred in connection therewith. Nothing contained in Section 10(a) or this Section 10(b) shall limit any obligations
of the Company under any provision of the Securities Purchase Agreement.


 






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11.
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 Installment Redemption Price to the Holder in cash on the applicable Installment 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 17(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, (y) the Company
shall immediately return this Note, or issue a new Note (in accordance with Section 17(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 11, if applicable) minus (2) the Principal portion of
the Conversion Amount submitted for redemption and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall
be automatically adjusted with respect to each conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price
as in effect on the date on which the applicable Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the
Market Price of the Common Stock for the period ending on and including the date on which the applicable Redemption Notice is voided
and (C) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period ending as of the applicable
Conversion Date. 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.


 


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


 






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12.
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without
limitation, Chapter 78 of the Nevada Revised Statute) and as expressly provided in this Note.


 


13.
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)
Rank. The Company shall designate all payments due under this Note as senior unsecured Indebtedness, and (a) the Notes shall rank
pari passu with all Other Notes and (b) shall be at least pari passu in right of payment with all other Indebtedness of
the Company and its Subsidiaries.


 


(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 and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in
whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
Indebtedness (other than the Notes) 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.


 


(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.


 


(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 consistent with its past practice 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 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.


 






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(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.


 


(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.


 


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


 


(l)
Maintenance of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible
and reputable insurance companies or associations (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 (including, without limitation, and
for the avoidance of doubt, at least $5 million in director’s and officer’s insurance).


 


(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 consistent with past practice and necessary or desirable for the prudent operation
of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not an affiliate thereof.


 


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


 


(o)
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.


 






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(p)
Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing,
(y) upon the occurrence 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 or be continuing, the Company shall hire an independent,
reputable investment bank selected by the Company and approved by the Holder 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.


 


14.
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Sections 6 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 Installment Conversion Price assuming an Installment Date 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 the benefit of the Holder until
such time or times, 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) to the same extent as if there had been no such limitation).


 






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15.
AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto,
the prior written consent of the Company and the Holder shall be required for any change, waiver or amendment to this Note.


 


16.
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; provided, that the Holder shall not transfer this Note to any competitor of the Company
without the prior written consent of the Company (not to be unreasonably withheld).


 


17.
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 16(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 16(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and
any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion
or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on
the face of this Note.


 


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


 


(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 16(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 16(a) or Section 16(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.


 


18.
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 requested by the Holder to enable the Holder to confirm the Company’s compliance with the
terms and conditions of this Note (including, without limitation, compliance with Section 7).


 






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19.
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 reasonable out-of-pocket 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.


 


20.
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be
construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form
part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note instead
of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note.
Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed
to such terms on the Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 


21.
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 21 shall
permit any waiver of any provision of Section 3(d).


 


22.
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,
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 learning of 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 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 to resolve such dispute.


 






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


 


(iii)
The Company and the Holder shall 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 solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 22 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 22, (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 22 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 22 and (v) nothing in this Section 22 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 22).


 


23.
NOTICES; CURRENCY; PAYMENTS.


 


(a)
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment of the
Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15)
days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any
Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior
to or in conjunction with such notice being provided to the Holder.


 






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(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 by a certified check drawn on the account
of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing
(which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities
Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds
by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due
on the next succeeding day which is a Business Day. Any amount of 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 fifteen percent
(15%) per annum from the date such amount was due until the same is paid in full (“Late Charge”).


 


24.
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, this Note shall automatically be deemed canceled, shall be surrendered to the Company for
cancellation and shall not be reissued.


 


25.
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.


 


26.
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 22 above,
the Company 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,
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 22. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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27.
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 27 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 27(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 27(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.


 


28.
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).


 


29.
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.


 


30.
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.


 






    31


     


    

 


(c)
“Acceleration Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment
Conversion Price for such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and
(y) 92% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day
immediately prior to such Acceleration Date. All such determinations to be appropriately adjusted for any share split, share dividend,
share combination or other similar transaction during any such measuring period.


 


(d)
“Acceleration Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds
pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the
higher of (I) the highest price that the shares of 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.


 


(e)
“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).


 


(f)
“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.


 


(g)
“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) 80% of the Market Price as of the Trading Day of the delivery or deemed delivery of the applicable
Conversion Notice (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.


 


(h)
“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 VWAP of the Common Stock on the day the Holder delivers the applicable Conversion Notice 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.


 


(i)
“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.


 






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


 


(k)
“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).


 


(l)
“Bloomberg” means Bloomberg, L.P.


 


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


 


(n)
“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.


 


(o)
“Change of Control Redemption Premium” means 125%.


 






    33


     


    

 


(p)
“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 22. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock
combinations, recapitalizations or other similar transactions during such period.


 


(q)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


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


 


(s)
“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 shares of 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.


 


(t)
“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.


 


(u)
“Current Subsidiary” means any Person in which the Company, on the Subscription Date, directly or indirectly, (i)
owns a majority of the outstanding capital stock or holds any equity or similar interest of such Person having ordinary voting power
for the election of directors or other similar governing body or (ii) controls, manages or operates all, or any material part of the
business, operations and/or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 


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


 






    34


     


    

 


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


 






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(x)
“Equity Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the
applicable Installment Notice Date through the later of the applicable Installment Date and the date on which the applicable shares of
Common Stock are actually delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(y)
“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing
(x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the
fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day
after such Stock Combination Event Date, divided by (y) five (5).


 


(z)
“Excluded Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors,
officers or employees 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 (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such
options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued
and outstanding immediately prior to the Subscription Date and (B) 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 holders of Notes; (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 (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, 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 holders of Notes; (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 (iv)
shares of Common Stock issued pursuant to a Permitted ATM at any time the ATM Program Condition is satisfied.


 


(aa)
“Floor Price” means $0.7532 (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.


 






    36


     


    

 


(bb)
“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.


 


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


 


(dd)
“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.


 


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


 


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


 


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


 






    37


     


    

 


(hh)
“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the
lesser of (x) the Holder Pro Rata Amount of $1,437,500 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 and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of such
Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In
the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion
of each unpaid Installment Amount hereunder.


 


(ii)
“Installment Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion
Price then in effect, and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest VWAP of the Common Stock during the five
(5) consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable Installment Date. All such
determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during
any such measuring period.


 


(jj)
“Installment Date” means (i) November 1, 2022, (ii) then, the first (1st) calendar day of each calendar month thereafter
until the Maturity Date, and (iii) the Maturity Date.


 


(kk)
[Intentionally Omitted]


 


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


 


(mm)
“Interest Rate” means three percent (3%) per annum, as may be adjusted from time to time in accordance with Section
2.


 


(nn)
“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.


 


(oo)
“Market Price” shall mean, as of any given date, the quotient of (I) the sum of the five (5) lowest VWAPs of the Common
Stock during the twenty (20) consecutive Trading Day period ending immediately prior to such date, divided by (II) five (5) (it being
understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during such period).


 


(pp)
“Maturity Date” shall mean February 28, 2023 (or, if elected in writing by the Holder, such later date as set forth
in such writing, which for the avoidance of doubt, shall not be after October 28, 2024 without the prior written consent of the Company);
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.


 






    38


     


    

 


(qq)
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date,
directly or indirectly, (i) owns or acquires any a majority of the outstanding capital stock or holds any equity or similar interest
of such Person having ordinary voting power for the election of directors or other similar governing body or (ii) controls, operates
or manages all, or any material part of the business, operations and/or administration of such Person, and all of the foregoing, collectively,
“New Subsidiaries”.


 


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


 


(ss)
“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.


 


(tt)
“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 and (iii) Indebtedness secured
by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens.


 


(uu)
“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary
course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation
of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business
with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv)
Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment
or Indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment
at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the
proceeds of such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1,000,000, (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, and
(vii) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(x).


 


(vv)
“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.


 


(ww)
“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
$1.50 (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.


 






    39


     


    

 


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


 


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


 


(zz)
“Redemption Premium” means 125%.


 


(aaa)
“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices,
and the Installment Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


 


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


 


(ccc)
“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.


 


(ddd)
"Significant Subsidiaries" or "Significant Subsidiary" means, as of any time of determination, any
of the “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) of the Company as of such time of determination.


 


(eee)
“Subscription Date” means October 26, 2022.


 


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


 


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


 


(hhh)
“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.


 


(iii)
[Intentionally Omitted]


 


(jjj)
“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.


 


(kkk)
[Intentionally Omitted]


 






    40


     


    

 


(lll)
“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 $500,000 (as adjusted for any stock splits, stock dividends,
stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date).


 


(mmm)
“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 22. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


31.
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 31 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(l) of the Securities
Purchase Agreement.


 


32.
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]


 






    41


     


    

 


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


 


	 	ONDAS HOLDINGS INC.
	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 



 


Senior
Convertible Note - Signature Page


 






     


     


    

EXHIBIT
I


 


ONDAS
HOLDINGS INC.


CONVERSION
NOTICE


 


Reference
is made to the 3% Series A Senior Convertible Note Due 2022 (the “Note”) issued to the undersigned by Ondas Holdings
Inc., a Nevada 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, $0.0001 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 _____________,
2022 from the Company and acknowledged and agreed to by ________________________.


 





	 	ONDAS HOLDINGS INC.
	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 


 






     


     


    

 
Exhibit A-2


 


[FORM OF SERIES B-1 SENIOR CONVERTIBLE NOTE]


 


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), THE COMPANY’S CHIEF FINANCIAL OFFICER, 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). THE COMPANY’S CHIEF FINANCIAL OFFICER MAY BE REACHED AT
TELEPHONE NUMBER 888-350-9994.


 


Ondas
Holdings Inc.


 


3% SERIES B-1 Senior
Convertible Note 


 


	
    Issuance Date: October 28, 2022

    Exchange Date: [●] 20__
	Original Principal Amount: U.S. $[●]


 


FOR VALUE RECEIVED,
Ondas Holdings Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of ____________ or its
registered assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the
terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration,
redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any
outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance
Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment
Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms
hereof). This 3% Series B-1 Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement
hereof, this “Note”) is one of an issue of Senior Convertible Notes (collectively, the “Notes”,
and such other Senior Convertible Notes, the “Other Notes”) issued pursuant to (x) the Indenture, (y) a Supplemental
Indenture and (z) that certain Securities Purchase Agreement, dated as of October 26, 2022 (the “Subscription Date”),
by and among the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities
Purchase Agreement”) in exchange for that certain 3% Series A Senior Convertible Note Due 2023, with an outstanding principal
amount of $[ ] as of the date set forth above as the Exchange Date (the “Exchange Date”) and originally issued pursuant
to (i) Section 1 of that certain Securities Purchase Agreement and (ii) the Company’s Registration Statement on Form S-3 (File number
333-252571) (the “Registration Statement”). Certain capitalized terms used herein are defined in Section 30.


 






     


     

    

 


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 23(c)) on such Principal and Interest. Other than
as specifically permitted or required 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, if any, hereunder and under any Other
Notes held by such Holder, Third, all other amounts (other than Principal) outstanding under any Other Notes held by such Holder
and, Fourth, all Principal outstanding hereunder and under any Other Notes held by such Holder, in each case, allocated pro rata
among this Note and such Other Notes held by such Holder.


 


2. INTEREST;
INTEREST RATE.


 


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


 


(b) Prior
to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate. Accrued and unpaid Interest on
this Note shall be included in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the
continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or if the
Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default has
occurred), the Interest Rate shall automatically be increased to fifteen percent (15.0%) per annum (the “Default Rate”).
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 in writing by the Holder)), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar
day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the
continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of
Default through and including the date of such cure or waiver of such Event of Default, unless waived in writing 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), 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 and (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.


 


(ii) “Conversion
Price” means, as of any Conversion Date or other date of determination, $4.25, subject to adjustment as provided herein.


 






    3


     

    

 


(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 and the Trustee. 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 17(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, the Trustee 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 two
(2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in
accordance with Section 17(d)) representing the outstanding Principal (and accrued and unpaid Interest thereon) 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 Principal outstanding hereunder, including for purposes of
determining Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.


 






    4


     

    

 


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


 






    5


     

    

 


(iii) Registration;
Book-Entry. The Trustee 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”) as
provided in Section [ ] of the Indenture. 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 Trustee 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 16, 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 or in
the Indenture or in any applicable Supplemental Indenture, 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, the Trustee 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.


 


(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 22.


 






    6


     

    

 


(d) Limitations
on Conversions.


 


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


 






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(ii) [Intentionally
Omitted]


 


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


 


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


 


(ii) Mechanics
of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount pursuant
to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes hereunder with
respect to such Alternate Conversion and with “Redemption Premium of the Conversion Amount” replacing “Conversion Amount”
in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion) by designating in the Conversion Notice
delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use the Alternate Conversion Price for such conversion;
provided that in the event of a 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).


 






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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
(vii), (viii) and (ix) shall constitute a “Bankruptcy Event of Default”:


 


(i) the
suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period
of five (5) consecutive Trading Days;


 


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


 


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


 


(iv) the
Company’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 failure to pay any redemption payments or amounts hereunder) or any other Transaction
Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other instrument delivered
in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges
when and as due, in which case only if such failure remains uncured for a period of at least three (3) Trading Days;


 






    9


     

    

 


(v) 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 five (5) Trading Days;


 


(vi) the
occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $1,000,000 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;


 


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


 


(viii) the
commencement by the Company or any Significant 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 Significant
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 Significant 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 Significant 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 against
the assets of the Company or any Significant Subsidiary;


 


(ix) the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Significant 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 Significant 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 Significant 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;


 






    10


     

    

 


(x) a
final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or any of
its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending
appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered
by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,000,000 amount set forth above so
long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be
reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such
Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such
judgment;


 


(xi) 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 $1,000,000 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 $1,000,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,
with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company
or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations
(including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;


 


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


 






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


 


(xiv) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13(a)-(d), (f), (g) or (h) of
this Note or Section [ ] of the applicable Supplemental Indenture;


 


(xv) any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xvi) any
Event of Default (as defined in the Other Notes) occurs and is continuing 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 and the Trustee. The obligation of the Company to
deliver an Event of Default Notice is in addition to, and may not be substituted by, the Trustee’s delivery of notice of the same
Event of Default to the Holder in accordance with Section [ ] of the Indenture. At any time after the earlier of the Holder’s receipt
of an Event of Default Notice and the Holder becoming aware 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 and the Trustee,
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 (calculated assuming an Alternate Conversion as of the date of the Event of Default Redemption Notice) with respect to
the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of
Default and ending on the date the Company makes the entire payment required to be made under this Section 4(b) (the “Event of
Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section
11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments
of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in
this Section 3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is
paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. In the event of a partial redemption of this
Note pursuant hereto, the Principal amount redeemed shall be deducted from the Principal outstanding hereunder, including for purposes
of determining the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default Redemption
Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s damages
would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty
of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this
Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder,
and all other rights and remedies of the Holder shall be preserved.


 






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(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 (i) the Successor Entity assumes in writing all
of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section
5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders (as defined in the Securities
Purchase Agreement) and approved by the Required Holders 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 reasonably satisfactory to the Required Holders, 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 to the Notes and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence
of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in
lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
6 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental
Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity)
which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately
prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with
the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to
the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions of this
Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations
on the conversion of this Note.


 






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(b) Notice
of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior to the
consummation of a Change of Control (the “Change of Control Date”), but not prior to the public announcement of such
Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier to the Holder and the Trustee
(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 and the Trustee, 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 greatest Closing Sale Price of the shares of Common Stock during the period beginning
on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public
announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the
Conversion Price then in effect and (iii) the product of (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
11 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 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall
be deducted from the Principal outstanding hereunder, including for purposes of determining the Installment Amount(s) relating to the
applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption
of any portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of
the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder. Accordingly, any Redemption Premium due under this Section 5(b) is intended by the parties to be, and shall
be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 






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


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Sections 7 or 14 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 Installment Conversion
Price assuming an Installment Date 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 (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 such time or times, 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 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).


 


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


 






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7. RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a) Adjustment
of Conversion Price upon 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 120% of 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 120% of 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.


 






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(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)(i), 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.


 






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(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 (as determined by the Holder, 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;
provided that for avoidance of doubt, transaction costs shall not be netted against the amount of consideration received. 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.


 






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(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).


 


(b) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 14
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 14 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 with respect to a Permitted ATM (as defined in the Securities Purchase Agreement) at any time the
ATM Program Condition (as defined in the Securities Purchase Agreement) is satisfied (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, in each case, at a price which varies or may vary with the market price of the shares of Common Stock, including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such
as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being
herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via electronic mail
and overnight courier to the Holder on the date of such agreement and the issuance of such Common Stock, Convertible Securities or Options.
From and after the date the Company enters into such agreement or issues any such Variable Price Securities (other than with respect to
a Permitted ATM at any time the ATM Program Condition (as defined in the Securities Purchase Agreement) is satisfied), the Holder shall
have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Conversion Price upon conversion
of this Note by designating in the Conversion Notice delivered upon any conversion of this Note that solely for purposes of such conversion
the Holder is relying on the Variable Price rather than the Conversion Price then in effect. The Holder’s election to rely on a
Variable Price for a particular conversion of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion
of this Note. In addition, from and after the date the Company enters into such agreement or issues any such Variable Price Securities,
for purposes of calculating the Installment Conversion Price as of any time of determination, the “Conversion Price” as used
therein shall mean the lower of (x) the Conversion Price as of such time of determination and (y) the Variable Price as of such time of
determination.


 






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(d) Stock
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,
stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination
Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than
the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth (16th)
Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th)
Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event Market
Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the
Conversion Price hereunder, no adjustment shall be made.


 


(e) Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section 7, provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the
Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized
standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and
expenses shall be borne by the Company.


 


(f) 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.


 


(g) 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.


 






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8. INSTALLMENT
CONVERSION OR REDEMPTION.


 


(a) General.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of this
Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section 8 (a “Installment
Conversion”); provided, however, that the Company may, at its option following notice to the Holder as set forth
below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment Redemption”) or by any
combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable Installment Amount
due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the provisions
of this Section 8. On the date which is the sixth (6th) Trading Day prior to each Installment Date (or, with respect to the initial Installment
Date, as of the Initial Closing 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).


 






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(b) Mechanics
of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered an
Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordance
with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if any, shall be
converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such Installment
Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject to the reduction
contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 8(b)), and (B) in the
event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment Floor Amount,
provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and an Installment
Conversion is not otherwise prohibited under any other provision of this Note. If the Company confirmed (or is deemed to have confirmed
by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part, and there was no Equity
Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection
with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable
Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment Period”), the
Company shall provide the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure (which is not waived in
writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted under any other
provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require the Company to
do any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted Installment
Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the Company shall
pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal
to 125% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect to all or any
part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all the rights of a
holder of this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the Conversion Price
for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the lesser of (A) the
Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B) the Installment Conversion
Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto as if such date was an Installment
Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following the applicable Installment Date
by payment of such amount by such date, then the Holder shall have the rights set forth in Section 11(a) 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)(iv)). Notwithstanding anything to the contrary in this Section 8(b),
but subject to 3(d), until the Company delivers Common Stock representing the Installment Conversion Amount to the Holder, the Installment
Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 3. In the event that the Holder elects to convert
the Installment Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment
Conversion Amount so converted shall be deducted from the Principal outstanding hereunder, including for purposes of determining the Installment
Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. The Company shall pay any and
all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion hereunder.


 






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(c) Mechanics
of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance
with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment
Date by wire transfer to the Holder of immediately available funds in an amount equal to 103% of the applicable Installment Redemption
Amount (the “Installment Redemption Price”). 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 Principal amount outstanding hereunder,
including for purposes of determining 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 11.


 


(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 Current Installment 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 anything to
the contrary in this Section 8(e), with respect to each period commencing on an Installment Date and ending on the Trading Day immediately
prior to the next Installment Date (each, an “Acceleration Measuring Period”), the Holder may not elect to effect an
Acceleration (the “Current Acceleration”, and such date of determination, the “Current Acceleration Determination
Date”) during such Acceleration Measuring Period if the total adjustments to the Installment Conversion Amount with respect
to the Installment Date related to such Current Acceleration (as adjusted for any other Accelerations and Deferrals during such Acceleration
Measuring Period), exceeds five (5) times the Installment Amount with respect to the Installment Date related to such Current Acceleration.


 






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9. 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. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar
day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to
restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without
limitation, obtaining such consents or approvals as necessary to permit such conversion into shares of Common Stock.


 


10. RESERVATION
OF AUTHORIZED SHARES.


 


(a) Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock
as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate Conversions
and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain
outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”).
The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro
rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Initial Closing Date
or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event
that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion
of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold
any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such
holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 10(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 take all action necessary to increase the Company’s authorized shares
of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve
such proposal. Notwithstanding the foregoing, if 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 greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date
the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date
of such issuance and payment under this Section 10(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 10(a) or this Section
10(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






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11. REDEMPTIONS.


 


(a) Mechanics.
The Company, or at the Company’s direction, the Trustee, 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, or at the Company’s direction,
the Trustee, 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 Installment Redemption Price
to the Holder in cash on the applicable Installment 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
17(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, (y) the Company shall immediately return this Note, or issue a new Note
(in accordance with Section 17(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 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption
and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each
conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable
Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period
ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y)
75% of the Market Price of the Common Stock for the period ending as of the applicable Conversion Date. 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.


 


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


 






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12. VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,
Chapter 78 of the Nevada Revised Statute) and as expressly provided in this Note.


 


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


 


(a) Rank.
The Company shall designate all payments due under this Note as senior unsecured Indebtedness, and (a) the Notes shall rank pari passu
with all Other Notes and (b) shall be at least pari passu in right of payment with all other Indebtedness of the Company and its
Subsidiaries.


 


(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 and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other
than the Notes) 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.


 


(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.


 


(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 consistent with its past practice and (ii) sales of inventory and product in the ordinary course of
business.


 






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(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 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.


 


(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.


 


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


 


(l) Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (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 (including, without limitation, and for the avoidance
of doubt, at least $5 million in director’s and officer’s insurance).


 


(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 consistent with past practice and necessary or desirable for the prudent operation of its business, for fair
consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction
with a Person that is not an affiliate thereof.


 






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


 


(o) 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.


 


(p) Independent
Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon
the occurrence 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 or be continuing, the Company shall hire an independent, reputable investment
bank selected by the Company and approved by the Holder 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.


 






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14. DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Sections 6 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 Installment Conversion Price assuming an Installment Date 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 the benefit of the Holder until such time or times, 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) to the same extent as if there had been no such limitation).


 


15. AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior written
consent of the Company and the Holder shall be required for any change, waiver or amendment to this Note.


 


16. 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; provided, that the Holder shall not transfer this Note to any competitor of the Company without the
prior written consent of the Company (not to be unreasonably withheld).


 


17. 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 16(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 16(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.


 






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(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. Upon compliance with Section [ ] of the Indenture,
the Company shall execute and, following authentication of such new Note, deliver to the Holder a new Note (in accordance with Section
17(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 16(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 16(a) or Section 16(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 an exchange date, as indicated on the face of such
new Note, which is the same as the Exchange Date of this Note, (v) shall have the same rights and conditions as this Note, (vi) shall
be duly authenticated in accordance with the Indenture and (vii) shall represent accrued and unpaid Interest and Late Charges on the Principal
and Interest of this Note, from the Issuance Date.


 


18. 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 requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of
this Note (including, without limitation, compliance with Section 7).


 






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19. 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 reasonable out-of-pocket 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.


 


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


 


21. 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 21 shall permit any waiver of any
provision of Section 3(d).


 






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22. 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, 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 learning of 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 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 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 22 and (B) written documentation supporting its position with respect to such dispute, in each
case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which the Holder
selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding
clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood
and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission
Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives
its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such
investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested
by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other
support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 






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(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 solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 22 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 22, (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 22 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 22 and (v) nothing in this Section 22 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 22).


 


23. NOTICES;
CURRENCY; PAYMENTS.


 


(a) Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder and the Trustee with prompt written notice of
all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder and the Trustee (i) immediately upon any
adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at
least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the Holder.


 






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(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 by a certified check drawn on the account of the Company and
sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in
the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement),
provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company
with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to
be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day
which is a Business Day. Any amount of 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 fifteen percent (15%) per annum from the date
such amount was due until the same is paid in full (“Late Charge”).


 


24. 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, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall
not be reissued.


 


25. 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.


 






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26. 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 22 above, the Company 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, 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 22.
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.


 


27. 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 27 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 27(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 27(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.


 






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(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.


 


28. 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).


 


29. 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.


 


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


 


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


 


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


 


(c) “Acceleration
Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment Conversion Price for
such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest
VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to
such Acceleration Date. All such determinations to be appropriately adjusted for any share split, share dividend, share combination or
other similar transaction during any such measuring period.


 






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(d) “Acceleration
Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions
delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price
that the shares of 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.


 


(e) “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).


 


(f) “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.


 


(g) “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) 80% of the Market Price as of the Trading Day of the delivery or deemed delivery of the applicable Conversion Notice
(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.


 


(h) “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 VWAP of the
Common Stock on the day the Holder delivers the applicable Conversion Notice 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.


 






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(i)
“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.


 


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


 


(k) “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).


 


(l) “Bloomberg”
means Bloomberg, L.P.


 


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


 


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


 






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(o) “Change
of Control Redemption Premium” means 125%.


 


(p) “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 22. All
such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other
similar transactions during such period.


 


(q)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


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


 


(s) “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 shares of 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.


 


(t)
“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.


 






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(u) “Current
Subsidiary” means any Person in which the Company, on the Subscription Date, directly or indirectly, (i) owns a majority of
the outstanding capital stock or holds any equity or similar interest of such Person having ordinary voting power for the election of
directors or other similar governing body or (ii) controls, manages or operates all, or any material part of the business, operations
and/or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 


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


 


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


 






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(x) “Equity
Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the applicable Installment
Notice Date through the later of the applicable Installment Date and the date on which the applicable shares of Common Stock are actually
delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(y) “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the
VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive
Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination
Event Date, divided by (y) five (5).


 


(z) “Excluded
Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees
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 (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription
Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately
prior to the Subscription Date and (B) 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 holders of Notes; (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 (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, 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 holders of Notes; (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 (iv) shares of Common Stock issued pursuant to a
Permitted ATM at any time the ATM Program Condition is satisfied.


 






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(aa) “Floor
Price” means $0.7532 (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.


 


(bb) “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.


 






    42


     

    

 


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


 


(dd) “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.


 


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


 


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


 


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


 


(hh)  “Installment
Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the Holder
Pro Rata Amount of $1,437,500 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 and (D)
in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of such Installment Date under this Note,
if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or
otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of each unpaid Installment Amount hereunder.


 


(ii) “Installment
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect,
and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading
Day period ending and including the Trading Day immediately prior to the applicable Installment Date. All such determinations to be appropriately
adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.


 






    43


     

    

 


(jj) “Installment
Date” means (i)[    ]1, (ii) then,
the first (1st) calendar day of each calendar month thereafter until the Maturity Date, and (iii) the Maturity Date.


 


(kk) [INSERT
IN INITIAL NOTES ONLY: [Intentionally Omitted]][INSERT IN ADDITIONAL NOTES ONLY: “Indenture” means that certain Indenture
for Debt Securities dated as of the Initial Closing Date, by and between the Company and the Trustee, as may be amended, modified or supplemented
from time to time, including, without limitation, by any Supplemental Indenture (as defined below).]


 


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


 


(mm) “Interest
Rate” means three percent (3%) per annum, as may be adjusted from time to time in accordance with Section 2.


 


(nn) “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.


 


(oo) “Market
Price” shall mean, as of any given date, the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during
the twenty (20) consecutive Trading Day period ending immediately prior to such date, divided by (II) five (5) (it being understood and
agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period).


 


(pp) “Maturity
Date” shall mean [   ]2; 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.


 





 






	1	Either the first or fifteenth calendar day of the month immediately
following the Exchange Date



 


	2	Insert the second anniversary of the applicable Issuance
Date



 






    44


     

    

 


(qq) “New
Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly or
indirectly, (i) owns or acquires any a majority of the outstanding capital stock or holds any equity or similar interest of such Person
having ordinary voting power for the election of directors or other similar governing body or (ii) controls, operates or manages all,
or any material part of the business, operations and/or administration of such Person, and all of the foregoing, collectively, “New
Subsidiaries”.


 


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


 


(ss) “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.


 


(tt) “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 and (iii) Indebtedness secured by Permitted Liens or unsecured
but as described in clauses (iv) and (v) of the definition of Permitted Liens.


 


(uu) “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business
by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as
materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to
a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon
or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness
incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time
of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1,000,000, (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, and (vii) Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(x).


 






    45


     

    

 


(vv)  “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.


 


(ww) “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 $1.50 (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.


 


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


 


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


 


(zz) “Redemption
Premium” means 125%.


 


(aaa) “Redemption
Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, and the Installment
Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


 


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


 


(ccc) “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.


 


(ddd) “Significant
Subsidiaries” or “Significant Subsidiary” means, as of any time of determination, any of the “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) of the Company as of such time of determination.


 


(eee)  “Subscription
Date” means October 26, 2022.


 


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


 


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


 






    46


     

    

 


(hhh)  “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.


 


(iii)
“Supplemental Indenture” shall have the meaning ascribed to such term in the Securities Purchase Agreement, as each
such supplemental indenture may be amended, modified or supplemented from time to time.


 


(jjj) “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.


 


(kkk)  “Trustee”
means [ ], in its capacity as trustee under the Indenture, or any successor or any additional trustee appointed with respect to the Notes
pursuant to the Indenture.


 


(lll) “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 $500,000 (as adjusted for any stock splits, stock dividends, stock
combinations, recapitalizations or other similar transactions occurring after the Subscription Date).


 


(mmm)  “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 22. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination, recapitalization or other similar transaction during such period.


 






    47


     

    

 


31. 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 31 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(l) of the Securities Purchase Agreement.


 


32. 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]


 




    48


     

    

 


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


 


	 	ONDAS HOLDINGS INC.



 


	 	By: 	 
	 	Name:	                                 
	 	Title:	 



 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
of the series designated herein referred to in the within-mentioned Indenture and the applicable Supplemental Indenture.


 


Dated: ________________, 20__


 


	[TRUSTEE]	 
	 	 
	By: 	                               	 
	Name:	 	 
	Title:]	 	 



 


Senior Convertible Note
- Signature Page


 




     


     

    

 


EXHIBIT
I


 


ONDAS HOLDINGS INC.

CONVERSION NOTICE


 


Reference is made to the 3%
Series B-1 Senior Convertible Note (the “Note”) issued to the undersigned by Ondas Holdings Inc., a Nevada 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, $0.0001 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 ________________________.


 


	 	ONDAS HOLDINGS INC.



 


	 	By:	                           
	 	Name:	 
	 	Title:	 



 






     


     


    

  


[FORM OF SERIES B-2 SENIOR CONVERTIBLE NOTE]


 


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), THE COMPANY’S CHIEF FINANCIAL OFFICER, 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). THE COMPANY’S CHIEF FINANCIAL OFFICER MAY BE REACHED AT
TELEPHONE NUMBER 888-350-9994.


 


Ondas
Holdings Inc.


 


3% SERIES B-2 Senior
Convertible Note


 


	
    Issuance Date: [●] 20__
	Original Principal Amount: U.S. $[●]


 


FOR VALUE RECEIVED,
Ondas Holdings Inc., a Nevada 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 to pay interest (“Interest”) on any outstanding
Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance
Date”) until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment
Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms
hereof). This 3% Series B-2 Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement
hereof, this “Note”) is one of an issue of Senior Convertible Notes (collectively, the “Notes”,
and such other Senior Convertible Notes, the “Other Notes”) issued pursuant to (i) Section 1 of that certain Securities
Purchase Agreement, dated as of October 26, 2022 (the “Subscription Date”), by and among the Company and the investors
(the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”),
(ii) the Indenture, (iii) a Supplemental Indenture, and (iv) the Company’s Registration Statement on Form S-3 (File number 333-252571)
(the “Registration Statement”). Certain capitalized terms used herein are defined in Section 30.


 


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 23(c)) on such Principal and Interest. Other than
as specifically permitted or required 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, if any, hereunder and under any Other
Notes held by such Holder, Third, all other amounts (other than Principal) outstanding under any Other Notes held by such Holder
and, Fourth, all Principal outstanding hereunder and under any Other Notes held by such Holder, in each case, allocated pro rata
among this Note and such Other Notes held by such Holder.


 






     


     


    

 


2. INTEREST;
INTEREST RATE.


 


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


 


(b) Prior
to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate. Accrued and unpaid Interest on
this Note shall be included in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 11 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and during the
continuance of any Event of Default (regardless of whether the Company has delivered an Event of Default Notice to the Holder or if the
Holder has delivered an Event of Default Redemption Notice to the Company or otherwise notified the Company that an Event of Default has
occurred), the Interest Rate shall automatically be increased to fifteen percent (15.0%) per annum (the “Default Rate”).
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 in writing by the Holder)), the adjustment referred to in the preceding sentence shall cease to be effective as of the calendar
day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the
continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of
Default through and including the date of such cure or waiver of such Event of Default, unless waived in writing 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), 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 and (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.


 


(ii) “Conversion
Price” means, as of any Conversion Date or other date of determination, $[ ]1,
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 and the Trustee. 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 17(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, the Trustee 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 two
(2) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note (in
accordance with Section 17(d)) representing the outstanding Principal (and accrued and unpaid Interest thereon) 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 Principal outstanding hereunder, including for purposes of
determining Installment Amount(s) relating to the Installment Date(s) as set forth in the applicable Conversion Notice.


 





 






		1	Insert 120% of the lowest VWAP of the Common Stock during each
of the five (5) consecutive Trading Days ending and including the Trading Day ended immediately preceding the Additional Closing Notice
Date (as defined in the Securities Purchase Agreement).



 






    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, if the Transfer Agent is not participating in FAST, to issue and deliver to the Holder (or its designee) a certificate for the
number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share
register or, if the Transfer Agent is participating in FAST, to credit the balance account of the Holder or the Holder’s designee
with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of this Note (as
the case may be) (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (1) the
Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance of such shares of Common Stock
is not timely effected an amount equal to one percent (1%) of the product of (A) the sum of the number of shares of Common Stock not issued
to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the
Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date
and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice to the Company, may void its Conversion Notice
with respect to, and retain or have returned (as the case may be) any portion of this Note that has not been converted pursuant to such
Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments
which have accrued prior to the date of such notice pursuant to this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on
or prior to the Share Delivery Deadline if the Transfer Agent is not participating in FAST, the Company shall fail to issue and deliver
to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or, if the
Transfer Agent is participating in FAST, the Transfer Agent shall fail to credit the balance account of the Holder or the Holder’s
designee with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder
or pursuant to the Company’s obligation pursuant to clause (II) below, and if on or after such Share Delivery Deadline the Holder
acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock corresponding to all or any portion of the number
of shares of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from
the Company in connection with such Conversion Failure (a “Buy-In”), then, in addition to all other remedies available
to the Holder, the Company shall, within two (2) Business Days after receipt of the Holder’s request and in the Holder’s discretion,
either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, stock
loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any
other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation
to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such
Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account
of such Holder or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is
entitled upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess
(if any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price
of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the
date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of
Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms
hereof.


 


(iii) Registration;
Book-Entry. The Trustee 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”) as
provided in Section [ ] of the Indenture. 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 Trustee 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 16, 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 or in
the Indenture or in any applicable Supplemental Indenture, 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, the Trustee 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 22.


 


(d) Limitations
on Conversions.


 


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


 






    5


     


    

 


(ii) [Intentionally
Omitted]


 


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


 


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


 


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


 


4. RIGHTS
UPON EVENT OF DEFAULT.


 


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


 


(i) the
suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market for a period
of five (5) consecutive Trading Days;


 


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


 


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


 


(iv) the
Company’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 failure to pay any redemption payments or amounts hereunder) or any other Transaction
Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other instrument delivered
in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges
when and as due, in which case only if such failure remains uncured for a period of at least three (3) Trading Days;


 


(v) 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 five (5) Trading Days;


 






    6


     


    

 


(vi) the
occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $1,000,000 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;


 


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


 


(viii) the
commencement by the Company or any Significant 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 Significant
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 Significant 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 Significant 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 against
the assets of the Company or any Significant Subsidiary;


 


(ix) the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Significant 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 Significant 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 Significant 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;


 


(x) a
final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or any of
its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending
appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered
by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,000,000 amount set forth above so
long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be
reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such
Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such
judgment;


 


(xi) 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 $1,000,000 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 $1,000,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would,
with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company
or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations
(including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of
its Subsidiaries, individually or in the aggregate;


 


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


 






    7


     


    

 


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


 


(xiv) any
breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13(a)-(d), (f), (g) or (h) of
this Note or Section [ ] of the applicable Supplemental Indenture;


 


(xv) any
Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;


 


(xvi) any
Event of Default (as defined in the Other Notes) occurs and is continuing 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 and the Trustee. The obligation of the Company to
deliver an Event of Default Notice is in addition to, and may not be substituted by, the Trustee’s delivery of notice of the same
Event of Default to the Holder in accordance with Section [ ] of the Indenture. At any time after the earlier of the Holder’s receipt
of an Event of Default Notice and the Holder becoming aware 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 and the Trustee,
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 (calculated assuming an Alternate Conversion as of the date of the Event of Default Redemption Notice) with respect to
the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such Event of
Default and ending on the date the Company makes the entire payment required to be made under this Section 4(b) (the “Event of
Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section
11. To the extent redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments
of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in
this Section 3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is
paid in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. In the event of a partial redemption of this
Note pursuant hereto, the Principal amount redeemed shall be deducted from the Principal outstanding hereunder, including for purposes
of determining the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default Redemption
Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s damages
would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty
of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this
Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment
opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder,
and all other rights and remedies of the Holder shall be preserved.


 


(c) Mandatory
Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that
is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Company
shall immediately pay to the Holder an amount in cash representing (i) 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.


 






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5. RIGHTS
UPON FUNDAMENTAL TRANSACTION.


 


(a) Assumption.
The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all
of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section
5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders (as defined in the Securities
Purchase Agreement) and approved by the Required Holders 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 reasonably satisfactory to the Required Holders, 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 to the Notes and (ii) the Successor Entity (including its Parent
Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence
of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as
the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in
lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
6 and 14, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior to such Fundamental
Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity)
which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Note been converted immediately
prior to such Fundamental Transaction (without regard to any limitations on the conversion of this Note), as adjusted in accordance with
the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its 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.


 


(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 and the Trustee
(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 and the Trustee, 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 greatest Closing Sale Price of the shares of Common Stock during the period beginning
on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public
announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the
Conversion Price then in effect and (iii) the product of (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
11 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 3. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall
be deducted from the Principal outstanding hereunder, including for purposes of determining the Installment Amount(s) relating to the
applicable Installment Date(s) as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption
of any portion of this Note under this Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of
the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder. Accordingly, any Redemption Premium due under this Section 5(b) is intended by the parties to be, and shall
be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 






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


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Sections 7 or 14 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 Installment Conversion
Price assuming an Installment Date 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 (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 such time or times, 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 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).


 


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


 






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7. RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a) Adjustment
of Conversion Price upon 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 120% of 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 120% of 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.


 


(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.


 






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(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)(i), 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.


 


(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 (as determined by the Holder, 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;
provided that for avoidance of doubt, transaction costs shall not be netted against the amount of consideration received. 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).


 


(b) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of Section 6, Section 14
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 14 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.


 






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(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 with respect to a Permitted ATM (as defined in the Securities Purchase Agreement) at any time the
ATM Program Condition (as defined in the Securities Purchase Agreement) is satisfied (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, in each case, at a price which varies or may vary with the market price of the shares of Common Stock, including
by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such
as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being
herein referred to as, the “Variable Price”), the Company shall provide written notice thereof via electronic mail
and overnight courier to the Holder on the date of such agreement and the issuance of such Common Stock, Convertible Securities or Options.
From and after the date the Company enters into such agreement or issues any such Variable Price Securities (other than with respect to
a Permitted ATM at any time the ATM Program Condition (as defined in the Securities Purchase Agreement) is satisfied), the Holder shall
have the right, but not the obligation, in its sole discretion to substitute the Variable Price 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.


 


(d) Stock
Combination Event Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split,
stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination
Event”, and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less than
the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth (16th)
Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th)
Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event Market
Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the
Conversion Price hereunder, no adjustment shall be made.


 


(e) Other
Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable,
or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine
and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that no such adjustment
pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section 7, provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the
Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized
standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose fees and
expenses shall be borne by the Company.


 


(f) 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.


 


(g) 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.


 






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8. INSTALLMENT
CONVERSION OR REDEMPTION.


 


(a) General.
On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall pay to the Holder of this
Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance with this Section 8 (a “Installment
Conversion”); provided, however, that the Company may, at its option following notice to the Holder as set forth
below, pay the Installment Amount by redeeming such Installment Amount in cash (a “Installment Redemption”) or by any
combination of an Installment Conversion and an Installment Redemption so long as all of the outstanding applicable Installment Amount
due on any Installment Date shall be converted and/or redeemed by the Company on the applicable Installment Date, subject to the provisions
of this Section 8. On the date which is the sixth (6th) Trading Day prior to each Installment Date (or, with respect to the initial Installment
Date, as of the Initial Closing 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). THIS NOTE HAS BEEN ISSUED WITH ORIGINAL
ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE COMPANY’S CHIEF FINANCIAL OFFICER,
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). THE COMPANY’S CHIEF FINANCIAL OFFICER MAY
BE REACHED AT TELEPHONE NUMBER 888-350-9994.


 






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(b) Mechanics
of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is deemed to have delivered an
Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an Installment Conversion in accordance
with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment Conversion Amount, if any, shall be
converted on the applicable Installment Date at the applicable Installment Conversion Price and the Company shall, on such Installment
Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock issued upon such conversion (subject to the reduction
contemplated by the immediately following sentence and, if applicable, the penultimate sentence of this Section 8(b)), and (B) in the
event of the Conversion Floor Price Condition, the Company shall deliver to the Holder the applicable Conversion Installment Floor Amount,
provided that the Equity Conditions are then satisfied (or waived in writing by the Holder) on such Installment Date and an Installment
Conversion is not otherwise prohibited under any other provision of this Note. If the Company confirmed (or is deemed to have confirmed
by operation of Section 8(a)) the conversion of the applicable Installment Conversion Amount, in whole or in part, and there was no Equity
Conditions Failure as of the applicable Installment Notice Date (or is deemed to have certified that the Equity Conditions in connection
with any such conversion have been satisfied by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable
Installment Notice Date and any time through the applicable Installment Date (the “Interim Installment Period”), the
Company shall provide the Holder a subsequent notice to that effect. If there is an Equity Conditions Failure (which is not waived in
writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise permitted under any other
provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder may require the Company to
do any one or more of the following: (i) the Company shall redeem all or any part designated by the Holder of the unconverted Installment
Conversion Amount (such designated amount is referred to as the “Designated Redemption Amount”) and the Company shall
pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately available funds, an amount in cash equal
to 125% of such Designated Redemption Amount, and/or (ii) the Installment Conversion shall be null and void with respect to all or any
part designated by the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all the rights of a
holder of this Note with respect to such designated part of the Installment Conversion Amount; provided, however, the Conversion Price
for such designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the lesser of (A) the
Installment Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B) the Installment Conversion
Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto as if such date was an Installment
Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following the applicable Installment Date
by payment of such amount by such date, then the Holder shall have the rights set forth in Section 11(a) 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)(iv)). Notwithstanding anything to the contrary in this Section 8(b),
but subject to 3(d), until the Company delivers Common Stock representing the Installment Conversion Amount to the Holder, the Installment
Conversion Amount may be converted by the Holder into Common Stock pursuant to Section 3. In the event that the Holder elects to convert
the Installment Conversion Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment
Conversion Amount so converted shall be deducted from the Principal outstanding hereunder, including for purposes of determining the Installment
Amount(s) relating to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. The Company shall pay any and
all taxes that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion hereunder.


 






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(c) Mechanics
of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in whole or in part, in accordance
with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company in cash on the applicable Installment
Date by wire transfer to the Holder of immediately available funds in an amount equal to 103% of the applicable Installment Redemption
Amount (the “Installment Redemption Price”). 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 Principal amount outstanding hereunder,
including for purposes of determining 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 11.


 


(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 Current Installment 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 anything to
the contrary in this Section 8(e), with respect to each period commencing on an Installment Date and ending on the Trading Day immediately
prior to the next Installment Date (each, an “Acceleration Measuring Period”), the Holder may not elect to effect an
Acceleration (the “Current Acceleration”, and such date of determination, the “Current Acceleration Determination
Date”) during such Acceleration Measuring Period if the total adjustments to the Installment Conversion Amount with respect
to the Installment Date related to such Current Acceleration (as adjusted for any other Accelerations and Deferrals during such Acceleration
Measuring Period), exceeds five (5) times the Installment Amount with respect to the Installment Date related to such Current Acceleration.


 






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9. 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. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar
day anniversary of the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to
restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without
limitation, obtaining such consents or approvals as necessary to permit such conversion into shares of Common Stock.


 


10. RESERVATION
OF AUTHORIZED SHARES.


 


(a) Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock
as shall from time to time be necessary to effect the conversion, including without limitation, Installment Conversions, Alternate Conversions
and Accelerations, of all of the Notes then outstanding (without regard to any limitations on conversions and assuming such Notes remain
outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”).
The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro
rata among the holders of the Notes based on the original principal amount of the Notes held by each holder on the Initial Closing Date
or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event
that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion
of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold
any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such
holders.


 


(b) Insufficient
Authorized Shares. If, notwithstanding Section 10(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 take all action necessary to increase the Company’s authorized shares
of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of
its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,
the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve
such proposal. Notwithstanding the foregoing, if 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 greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date
the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure Shares to the Company and ending on the date
of such issuance and payment under this Section 10(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in Section 10(a) or this Section
10(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






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11. REDEMPTIONS.


 


(a) Mechanics.
The Company, or at the Company’s direction, the Trustee, 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, or at the Company’s direction,
the Trustee, 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 Installment Redemption Price
to the Holder in cash on the applicable Installment 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
17(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, (y) the Company shall immediately return this Note, or issue a new Note
(in accordance with Section 17(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 11, if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption
and (z) the Conversion Price of this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each
conversion effected thereafter by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable
Redemption Notice is voided, (B) the greater of (x) the Floor Price and (y) 75% of the Market Price of the Common Stock for the period
ending on and including the date on which the applicable Redemption Notice is voided and (C) the greater of (x) the Floor Price and (y)
75% of the Market Price of the Common Stock for the period ending as of the applicable Conversion Date. 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.


 


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


 






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12. VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,
Chapter 78 of the Nevada Revised Statute) and as expressly provided in this Note.


 


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


 


(a) Rank.
The Company shall designate all payments due under this Note as senior unsecured Indebtedness, and (a) the Notes shall rank pari passu
with all Other Notes and (b) shall be at least pari passu in right of payment with all other Indebtedness of the Company and its
Subsidiaries.


 


(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 and Investments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness (other
than the Notes) 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.


 


(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.


 


(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 consistent with its past practice 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 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.


 






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(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.


 


(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.


 


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


 


(l) Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (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 (including, without limitation, and for the avoidance
of doubt, at least $5 million in director’s and officer’s insurance).


 


(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 consistent with past practice and necessary or desirable for the prudent operation of its business, for fair
consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction
with a Person that is not an affiliate thereof.


 


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


 


(o) 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.


 


(p) Independent
Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon
the occurrence 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 or be continuing, the Company shall hire an independent, reputable investment
bank selected by the Company and approved by the Holder 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.


 






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14. DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Sections 6 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 Installment Conversion Price assuming an Installment Date 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 the benefit of the Holder until such time or times, 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) to the same extent as if there had been no such limitation).


 


15. AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior written
consent of the Company and the Holder shall be required for any change, waiver or amendment to this Note.


 


16. 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; provided, that the Holder shall not transfer this Note to any competitor of the Company without the
prior written consent of the Company (not to be unreasonably withheld).


 


17. 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 16(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 16(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any
assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion
or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on
the face of this Note.


 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Note. Upon compliance with Section [ ] of the Indenture,
the Company shall execute and, following authentication of such new Note, deliver to the Holder a new Note (in accordance with Section
17(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 16(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 16(a) or Section 16(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, (v)
shall be duly authenticated in accordance with the Indenture and (vi) shall represent accrued and unpaid Interest and Late Charges on
the Principal and Interest of this Note, from the Issuance Date.


 






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18. 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 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).


 


19. 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 reasonable out-of-pocket 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.


 


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


 


21. 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 21 shall permit any waiver of any
provision of Section 3(d).


 


22. 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, 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 learning of 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 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 to resolve such dispute.


 






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


 


(iii) The
Company and the Holder shall 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 solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b) Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 22 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 22, (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 22
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 22 and (v) nothing in this Section 22 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 22).


 


23. NOTICES;
CURRENCY; PAYMENTS.


 


(a) Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder and the Trustee with prompt written notice of
all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder and the Trustee (i) immediately upon any
adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at
least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or
distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to
the public prior to or in conjunction with such notice being provided to the Holder.


 


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


 






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(c) Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein,
such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and
sent via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in
the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to the Securities Purchase Agreement),
provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company
with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to
be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day
which is a Business Day. Any amount of 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 fifteen percent (15%) per annum from the date
such amount was due until the same is paid in full (“Late Charge”).


 





24. 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, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall
not be reissued.


 


25. 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.


 


26. 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 22 above, the Company 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, 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 22.
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.


 


27. 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 27 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 27(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 27(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.


 






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28. 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).


 


29. 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.


 



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


 


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


 


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


 


(c) “Acceleration
Conversion Price” means, with respect to any given Acceleration Date, the lower of (i) the Installment Conversion Price for
such Current Installment Date related to such Acceleration Date and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest
VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately prior to
such Acceleration Date. All such determinations to be appropriately adjusted for any share split, share dividend, share combination or
other similar transaction during any such measuring period.


 


(d) “Acceleration
Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions
delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price
that the shares of 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.


 


(e) “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).


 


(f) “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.


 


(g) “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) 80% of the Market Price as of the Trading Day of the delivery or deemed delivery of the applicable Conversion Notice
(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.


 


(h) “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 VWAP of the
Common Stock on the day the Holder delivers the applicable Conversion Notice 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.


 






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(i)
“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.


 


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


 


(k) “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).


 


(l) “Bloomberg”
means Bloomberg, L.P.


 


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


 


(n) “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.


 


(o) “Change
of Control Redemption Premium” means 125%.


 


(p) “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 22. All
such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other
similar transactions during such period.


 






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(q)
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


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


 


(s) “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 shares of 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.


 


(t)
“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.


 


(u) “Current
Subsidiary” means any Person in which the Company, on the Subscription Date, directly or indirectly, (i) owns a majority of
the outstanding capital stock or holds any equity or similar interest of such Person having ordinary voting power for the election of
directors or other similar governing body or (ii) controls, manages or operates all, or any material part of the business, operations
and/or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.


 


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


 






    27


     


    

 


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


 


(x) “Equity
Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior to the applicable Installment
Notice Date through the later of the applicable Installment Date and the date on which the applicable shares of Common Stock are actually
delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(y) “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the
VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive
Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination
Event Date, divided by (y) five (5).


 






    28


     


    

 


(z) “Excluded
Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees
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 (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription
Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately
prior to the Subscription Date and (B) 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 holders of Notes; (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 (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, 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 holders of Notes; (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 (iv) shares of Common Stock issued pursuant to a
Permitted ATM at any time the ATM Program Condition is satisfied.


 


(aa) “Floor
Price” means $[ ]2 (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.


 


(bb) “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.


 


 






		2	Insert 20% of the Nasdaq “market price” as of the
Trading Day ended immediately prior to the Additional Closing Notice Date (as defined in the Securities Purchase Agreement).



 






    29


     


    

 


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


 


(dd) “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.


 


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


 


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


 


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


 


(hh)  “Installment
Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the Holder
Pro Rata Amount of $1,437,500 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 and (D)
in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of such Installment Date under this Note,
if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or
otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of each unpaid Installment Amount hereunder.


 


(ii) “Installment
Conversion Price” means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect,
and (ii) the greater of (x) the Floor Price and (y) 92% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading
Day period ending and including the Trading Day immediately prior to the applicable Installment Date. All such determinations to be appropriately
adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period.


 


(jj) “Installment
Date” means (i)[__________]3, (ii) then,
the first (1st) calendar day of each calendar month thereafter until the Maturity Date, and (iii) the Maturity Date.


 


(kk)  “Indenture”
means that certain Indenture for Debt Securities dated as of the Initial Closing Date, by and between the Company and the Trustee, as
may be amended, modified or supplemented from time to time, including, without limitation, by any Supplemental Indenture (as defined below).


 


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


 


(mm) “Interest
Rate” means three percent (3%) per annum, as may be adjusted from time to time in accordance with Section 2.


 


 






		3	Either the first or fifteenth calendar day of the month immediately
following the Issuance Date







 






    30


     


    

 


(nn) “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.


 


(oo) “Market
Price” shall mean, as of any given date, the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during
the twenty (20) consecutive Trading Day period ending immediately prior to such date, divided by (II) five (5) (it being understood and
agreed that all such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period).


 


(pp) “Maturity
Date” shall mean [_____]4; 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.


 


(qq) “New
Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription Date, directly or
indirectly, (i) owns or acquires any a majority of the outstanding capital stock or holds any equity or similar interest of such Person
having ordinary voting power for the election of directors or other similar governing body or (ii) controls, operates or manages all,
or any material part of the business, operations and/or administration of such Person, and all of the foregoing, collectively, “New
Subsidiaries”.


 


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


 


(ss) “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.


 


(tt) “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 and (iii) Indebtedness secured by Permitted Liens or unsecured
but as described in clauses (iv) and (v) of the definition of Permitted Liens.


 


(uu) “Permitted
Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for
which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business
by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as
materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to
a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) Liens (A) upon
or in any equipment acquired or held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or Indebtedness
incurred solely for the purpose of financing the acquisition or lease of such equipment, or (B) existing on such equipment at the time
of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, in either case, with respect to Indebtedness in an aggregate amount not to exceed $1,000,000, (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, and (vii) Liens arising from
judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 4(a)(x).


 


 






		4	Insert the second anniversary of the applicable Issuance Date




 






    31


     


    

 


(vv)  “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.


 


(ww) “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 $1.50 (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.


 


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


 


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


 


(zz) “Redemption
Premium” means 125%.


 


(aaa) “Redemption
Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, and the Installment
Redemption Prices, and each of the foregoing, individually, a “Redemption Price.”


 


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


 


(ccc) “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.


 


(ddd) “Significant
Subsidiaries” or “Significant Subsidiary” means, as of any time of determination, any of the “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) of the Company as of such time of determination.


 


(eee)  “Subscription
Date” means October 26, 2022.


 


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


 


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


 


(hhh)  “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.


 


(iii)
“Supplemental Indenture” shall have the meaning ascribed to such term in the Securities Purchase Agreement, as each
such supplemental indenture may be amended, modified or supplemented from time to time.


 


(jjj) “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.


 






    32


     


    

 


(kkk)  “Trustee”
means [ ], in its capacity as trustee under the Indenture, or any successor or any additional trustee appointed with respect to the Notes
pursuant to the Indenture.


 


(lll) “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 $500,000 (as adjusted for any stock splits, stock dividends, stock
combinations, recapitalizations or other similar transactions occurring after the Subscription Date).


 


(mmm)  “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 22. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination, recapitalization or other similar transaction during such period.


 


31. 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 31 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(l) of the Securities Purchase Agreement.


 


32. 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]


 




    33


     


    

 


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


 


	 	
    ONDAS HOLDINGS INC.

     

	 	By:	
	 	 	Name:
	 	 	Title:


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities
of the series designated herein referred to in the within-mentioned Indenture and the applicable Supplemental Indenture.


 


Dated: ________________, 20__


 


	
    [TRUSTEE]

     
	 
	By:	 	 
	 	Name:	 
	 	Title:]	 


 


Senior Convertible Note - Signature Page


 




     


     


    

 


EXHIBIT
I


 


ONDAS HOLDINGS INC.

CONVERSION NOTICE


 


Reference is made to the 3%
Series B-2 Senior Convertible Note (the “Note”) issued to the undersigned by Ondas Holdings Inc., a Nevada 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, $0.0001 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 ________________________.


 


 


	 	ONDAS HOLDINGS INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 





Exhibit A-3


 


ONDAS HOLDINGS INC.


 


AND


 


[TRUSTEE]


 


Trustee


 


_______________


 


INDENTURE


 


DATED AS OF ___________, 202__


 


_______________


 


SENIOR DEBT SECURITIES


 






     


     


    




 


ONDAS HOLDINGS INC.


RECONCILIATION AND TIE BETWEEN TRUST
INDENTURE ACT OF 1939,


AS AMENDED, AND INDENTURE, DATED AS OF
________, 202__


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	 	 	 
	Section 310(a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	6.9
	(b)	 	6.8
	Section 311	 	6.13
	Section 312(a)	 	7.1, 7.2(a)
	(b)	 	7.2(b)
	(c)	 	7.2(c)
	Section 313(a)	 	7.3
	(b)	 	*
	(c)	 	*
	(d)	 	7.3
	Section 314(a)	 	7.4
	(a)(4)	 	10.5
	(b)	 	Not Applicable
	(c)(1)	 	1.3
	(c)(2)	 	1.3
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.3
	Section 315(a)	 	6.1(a)
	(b)	 	6.2
	(c)	 	6.1(b)
	(d)	 	6.1(c)
	(d)(1)	 	6.1(a)(1)
	(d)(2)	 	6.1(c)(2)
	(d)(3)	 	6.1(c)(3)
	(e)	 	5.14
	Section 316(a)	 	1.1, 1.2
	(a)(1)(A)	 	5.2, 5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.8
	(c)	 	1.5(f)
	Section 317(a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	Section 318(a)	 	1.8


 


NOTE: This reconciliation and tie shall
not, for any purpose, be deemed to be a part of the Indenture. 


 





 






		*	Deemed included pursuant to Section 318(c) of the Trust
Indenture Act



 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE One	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	1.1	Definitions	1
	1.2	Incorporation by Reference of Trust Indenture Act	8
	1.3	Compliance Certificates and Opinions	9
	1.4	Form of Documents Delivered to Trustee	9
	1.5	Acts of Holders; Record Dates	10
	1.6	Notices, Etc., to Trustee and Company	11
	1.7	Notice to Holders; Waiver	12
	1.8	Conflict with Trust Indenture Act	12
	1.9	Effect of Headings and Table of Contents	12
	1.1	Successors and Assigns	12
	1.11	Separability Clause	12
	1.12	Benefits of Indenture	12
	1.13	Governing Law	13
	1.14	Legal Holidays	13
	1.15	Securities in a Composite Currency, Currency Unit or Foreign Currency	13
	1.16	Payment in Required Currency; Judgment Currency	14
	1.17	Language of Notices, Etc	14
	1.18	Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability	14
	ARTICLE Two	SECURITY FORMS	14
	2.1	Forms Generally	14
	2.2	Form of Face of Security	15
	2.3	Form of Reverse of Security	17
	2.4	Global Securities	21
	2.5	Form of Trustee’s Certificate of Authentication	22
	ARTICLE Three	THE SECURITIES	22
	3.1	Amount Unlimited; Issuable in Series	22
	3.2	Denominations	25
	3.3	Execution, Authentication, Delivery and Dating	25
	3.4	Temporary Securities	27
	3.5	Registration, Registration of Transfer and Exchange	27
	3.6	Mutilated, Destroyed, Lost and Stolen Securities	30
	3.7	Payment of Interest; Interest Rights Preserved	31
	3.8	Persons Deemed Owners	32
	3.9	Cancellation	32
	3.1	Computation of Interest	32
	3.11	CUSIP or CINS Numbers	32


 






    i


     


    

 


	ARTICLE Four	SATISFACTION AND DISCHARGE	33
	4.1	Satisfaction and Discharge of Indenture	33
	4.2	Application of Trust Money	34
	ARTICLE Five	REMEDIES	34
	5.1	Events of Default	34
	5.2	Acceleration of Maturity; Rescission and Annulment	35
	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	5.4	Trustee May File Proofs of Claim	37
	5.5	Trustee May Enforce Claims Without Possession of Securities	37
	5.6	Application of Money Collected	38
	5.7	Limitation on Suits	38
	5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	38
	5.9	Restoration of Rights and Remedies	39
	5.1	Rights and Remedies Cumulative	39
	5.11	Delay or Omission Not Waiver	39
	5.12	Control by Holders	39
	5.13	Waiver of Past Defaults	40
	5.14	Undertaking for Costs	40
	5.15	Waiver of Stay or Extension Laws	40
	ARTICLE Six	THE TRUSTEE	41
	6.1	Certain Duties and Responsibilities	41
	6.2	Notice of Defaults	42
	6.3	Certain Rights of Trustee	42
	6.4	Not Responsible for Recitals or Issuance of Securities	43
	6.5	May Hold Securities	43
	6.6	Money Held in Trust	44
	6.7	Compensation and Reimbursement	44
	6.8	Disqualification; Conflicting Interests	44
	6.9	Corporate Trustee Required; Eligibility	45
	6.1	Resignation and Removal; Appointment of Successor	45
	6.11	Acceptance of Appointment by Successor	46
	6.12	Merger, Conversion, Consolidation or Succession to Business	47
	6.13	Preferential Collection of Claims Against Company	48
	6.14	Appointment of Authenticating Agent	48
	ARTICLE Seven	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	50
	7.1	Company to Furnish Trustee Names and Addresses of Holders	50
	7.2	Preservation of Information; Communications to Holders	50
	7.3	Reports by Trustee	51
	7.4	Reports by Company	51


 






    ii


     


    

 


	ARTICLE Eight	CONSOLIDATION, AMALGAMATION, MERGER AND SALE	52
	8.1	Company May Consolidate, Etc., Only on Certain Terms	52
	8.2	Successor Substituted	52
	ARTICLE Nine	AMENDMENT, SUPPLEMENT AND WAIVER	53
	9.1	Without Consent of Holders	53
	9.2	With Consent of Holders	55
	9.3	Execution of Supplemental Indentures	56
	9.4	Effect of Supplemental Indentures	56
	9.5	Conformity with Trust Indenture Act	57
	9.6	Reference in Securities to Supplemental Indentures	57
	ARTICLE Ten	COVENANTS	57
	10.1	Payment of Principal, Premium and Interest	57
	10.2	Maintenance of Office or Agency	57
	10.3	Money for Securities Payments to Be Held in Trust	58
	10.4	Existence	59
	10.5	Statement by Officers as to Default	59
	10.6	Additional Amounts	59
	ARTICLE Eleven	REDEMPTION OF SECURITIES	60
	11.1	Applicability of Article	60
	11.2	Election to Redeem; Notice to Trustee	60
	11.3	Selection by Trustee of Securities to Be Redeemed	60
	11.4	Notice of Redemption	61
	11.5	Deposit of Redemption Price	61
	11.6	Securities Payable on Redemption Date	62
	11.7	Securities Redeemed in Part	62
	ARTICLE Twelve	SINKING FUNDS	62
	12.1	Applicability of Article	62
	12.2	Satisfaction of Sinking Fund Payments with Securities	63
	12.3	Redemption of Securities for Sinking Fund	63
	ARTICLE Thirteen	DEFEASANCE	63
	13.1	Option to Effect Legal Defeasance or Covenant Defeasance	63
	13.2	Legal Defeasance and Discharge	63
	13.3	Covenant Defeasance	64
	13.4	Conditions to Legal or Covenant Defeasance	64
	13.5	Deposited Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions	66
	13.6	Repayment	66
	13.7	Reinstatement	67


 






    iii


     


    

 


INDENTURE


 


INDENTURE, dated as
of __________, 202__, between ONDAS HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Nevada
(herein called the “Company”), and [TRUSTEE], a banking corporation organized under the laws of the United States,
as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company
has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
senior debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in
one or more series as provided in this Indenture;


 


WHEREAS, all things
necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done; and


 


WHEREAS, this Indenture
is subject to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:


 


ARTICLE ONE


DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION


 


1.1 Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(a) the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(b) all
terms used in this Indenture that are defined in the Trust Indenture Act, defined by a Trust Indenture Act reference to another
statute or defined by an SEC rule under the Trust Indenture Act have the meanings so assigned to them;


 


(c) all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;


 


(d) the
words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;


 






    1


     


    

  


(e) the
words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture;
and


 


(f) the
word “includes” and its derivatives means “includes, but is not limited to” and corresponding
derivative definitions.


 


Certain terms, used
principally in Article Six, are defined in that Article.


 


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1.5.


 


“Additional
Defeasible Provision” means a covenant or other provision contained that is (a) made part of this Indenture pursuant
to a supplemental indenture hereto, a Board Resolution or an Officer’s Certificate delivered pursuant to Section 3.1,
and (b) pursuant to the terms set forth in such supplemental indenture, Board Resolution or Officer’s Certificate, made subject
to the provisions of Article Thirteen.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.


 


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.


 


“Banking Day”
means, in respect of any city, any date on which commercial banks are open for business in that city.


 


“Bankruptcy
Law” means any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law.


 


“Board of
Directors” means the board of directors of the Company or any duly authorized committee of that board to which the powers
of that board have been lawfully delegated.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, the principal financial officer
of the Company, any other authorized officer of the Company, or a person duly authorized by any of them, in each case as applicable,
to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered
to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including the
establishment of any series of the Securities and the forms and terms thereof), such action may be taken by any committee, officer
or employee of the Company authorized to take such action by the Board of Directors as evidenced by a Board Resolution.


 


“Business
Day,” when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated
by Section 3.1 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law, executive order
or regulation to close.


 






    2


     


    

 


“CINS”
means the CUSIP International Numbering System.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Company”
means the Person named as the “Company” in the first paragraph of this instrument until a successor or resulting corporation
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor or resulting corporation.


 


“Company Request”
or “Company Order” means, in the case of the Company, a written request or order signed in the name of the Company
by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its Chief Operating Officer, its President,
any of its Vice Presidents or any other duly authorized officer of the Company or any person duly authorized by any of them, and
delivered to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at its address specified in Section 1.6 or such other address as
to which the Trustee may give notice to the Company.


 


“corporation”
includes corporations, companies, associations, partnerships, limited partnerships, limited liability companies, joint-stock companies
and trusts.


 


“Covenant
Defeasance” has the meaning specified in Section 13.3.


 


“CUSIP”
means the Committee on Uniform Securities Identification Procedures.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Debt”
means any obligation created or assumed by any Person for the repayment of money borrowed and any purchase money obligation created
or assumed by such Person and any guarantee of the foregoing.


 


“Default”
means, with respect to a series of Securities, any event that is, or after notice or lapse of time or both would be, an Event of
Default.


 


“Defaulted
Interest” has the meaning specified in Section 3.7.


 


“Definitive
Security” means a security other than a Global Security or a temporary Security.


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities,
a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated
by Section 3.1, until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is a Depositary hereunder, and if at any time there is more than one such
Person, shall be a collective reference to such Persons.


 






    3


     


    

 


“Dollar”
or “$” means the coin or currency of the United States of America, which at the time of payment is legal tender
for the payment of public and private debts.


 


“Event of
Default” has the meaning specified in Section 5.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign Currency”
means a currency used by the government of a country other than the United States of America.


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time, including those
set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in this
Indenture will be computed in conformity with GAAP.


 


“Global Security”
means a Security in global form that evidences all or part of a series of Securities and is authenticated and delivered to, and
registered in the name of, the Depositary for the Securities of such series or its nominee.


 


“Holder”
means a Person in whose name a Security is registered in the Security Register.


 


“Indenture”
means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” also shall include the terms of a particular
series of Securities established as contemplated by Section 3.1.


 


“interest,”
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


“Interest
Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security.


 


“Judgment
Currency” has the meaning specified in Section 1.16.


 


“Legal Defeasance”
has the meaning specified in Section 13.2.


 


“mandatory
sinking fund payment” has the meaning specified in Section 12.1.


 






    4


     


    

  


“Maturity,”
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


 


“Notice of
Default” means a written notice of the kind specified in Section 5.1(e).


 


“Officer’s
Certificate” means, in the case of the Company, a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Vice President or any other duly authorized
officer of the Company, or a person duly authorized by any of them, and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company and who shall be reasonably
acceptable to the Trustee.


 


“optional
sinking fund payment” has the meaning specified in Section 12.1.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.


 


“Outstanding,”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:


 


(a) Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(b) Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided, however, that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


(c) Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


 






    5


     


    

  


(d) Securities,
except to the extent provided in Section 13.2 and Section 13.3, with respect to which the Company has effected Legal
Defeasance or Covenant Defeasance as provided in Article Thirteen, which Legal Defeasance or Covenant Defeasance then continues
in effect; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration of the Maturity thereof on such date pursuant to
Section 5.2, (ii) the principal amount of a Security denominated in one or more currencies or currency units other than
U.S. dollars shall be the U.S. dollar equivalent of such currencies or currency units, determined in the manner provided as contemplated
by Section 3.1 on the date of original issuance of such Security or by Section 1.15, if not otherwise so provided
pursuant to Section 3.1, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent (as so determined) on the date of original issuance of such Security of the amount determined as provided in clause (i)
above) of such Security, and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned as described in clause (iii) of
the immediately preceding sentence which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of and any premium or interest on any Securities on behalf of the
Company.


 


“Periodic
Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the
Stated Maturity or Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1 with respect thereto, are to be determined
by the Company upon the issuance of such Securities.


 


“Person”
means any individual, corporation, company, limited liability company, partnership, limited partnership, joint venture, association,
joint-stock company, trust, other entity, unincorporated organization or government or any agency or political subdivision thereof.


 


“Place of
Payment,” when used with respect to the Securities of any series, means, unless otherwise specifically provided for with
respect to such series as contemplated by Section 3.1, the office or agency of the Company in the City of New York and such
other place or places where, subject to the provisions of Section 10.2, the principal of and any premium and interest on
the Securities of that series are payable as contemplated by Section 3.1.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


 


“Redemption
Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture.


 






    6


     


    

  


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 3.1.


 


“Required
Currency” has the meaning specified in Section 1.16.


 


“Responsible
Officer” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with the particular subject.


 


“SEC”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning
of Rule 1-02 under Regulation S-X promulgated by the SEC.


 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


“Stated Maturity,”
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable.


 


“Subsidiary”
means (a) a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership or similar business
organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned. For
the purposes of this definition, “voting stock” means capital stock or equity interests which ordinarily have
voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.


 






    7


     


    

 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used
with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed,
except as provided in Section 9.5; provided, however, that if the Trust Indenture Act of 1939 is amended after
such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act
of 1939 as so amended.


 


“U.S. Person”
shall have the meaning assigned to such term in Section 7701(a)(30) of the Code.


 


“U.S. Government
Obligations” means securities which are (a) direct obligations of the United States for the payment of which its full
faith and credit is pledged, or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,
each of which are not callable or redeemable at the option of the issuer thereof.


 


“Vice President,”
when used with respect to the Company or the Trustee, means any vice president, regardless of whether designated by a number or
a word or words added before or after the title “vice president.”


 


1.2 Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:


 


“commission”
means the SEC.


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


“obligor”
on the indenture securities means the Company or any other obligor on the indenture securities.


 


All terms used in this
Indenture that are defined by the Trust Indenture Act, defined by a Trust Indenture Act reference to another statute or defined
by an SEC rule under the Trust Indenture Act have the meanings so assigned to them.


 






    8


     


    

 


1.3 Compliance
Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished except as
required under Section 314(c) of the Trust Indenture Act.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 10.5) shall include:


 


(a) a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(b) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether such covenant or condition has been complied with; and


 


(d) a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


1.4 Form
of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


 


Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows or, in the exercise of reasonable care, should know that the certificate
or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect to such factual matters is
in the possession of the Company unless such counsel knows that the certificate or opinion or representations with respect to such
matters are erroneous.


 


Where any Person is
required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one instrument.


 






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1.5 Acts
of Holders; Record Dates.


 


(a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically
or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the
facilities of a Depositary) by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company if made in the
manner provided in this Section.


 


(b) The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c) The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person’s
holding of same, shall be proved by the Security Register.


 


(d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, regardless of whether notation of such action is made upon such Security.


 


(e) Without
limiting the foregoing, a Holder entitled to give or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which
may do so pursuant to such appointment with regard to all or any different part of such principal amount.


 






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(f) The
Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to give or take any request, demand, authorization, direction, notice, consent, waiver or other Act provided or permitted by this
Indenture to be given or taken by Holders of Securities of such series, but the Company shall have no obligation to do so. With
regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such
record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, regardless
of whether such Holders remain Holders after such record date.


 


1.6 Notices,
Etc., to Trustee and Company.


 


(a) Any
notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person or mailed
by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next
day delivery, to the others’ address:


 


If to the Company:


 


Ondas Holdings Inc.


61 Old South Rd. # 495


Nantucket, MA 02554


Facsimile: _________________


Attention: Chief Executive Officer


 


If to the Trustee:


 


[Trustee]


_________________


_________________


Facsimile: ________


 


(b) The
Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


(c) All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


 






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1.7 Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, regardless of whether such Holder actually receives such notice.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


In case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder.


 


1.8 Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act
that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.


 


1.9 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.


 


1.10 Successors
and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


1.11 Separability
Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


1.12 Benefits
of Indenture. Nothing in this Indenture or in the Securities express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 






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1.13 Governing
Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


1.14 Legal
Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision
of the Securities of any series that specifically states that such provision shall apply in lieu of this Section 1.14))
payment of interest or principal and any premium need not be made at such Place of Payment on such date, but may be made on the
next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


 


1.15 Securities
in a Composite Currency, Currency Unit or Foreign Currency. Unless otherwise specified in an Officer’s Certificate delivered
pursuant to Section 3.1 of this Indenture with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series
or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any
series which are denominated in a coin, currency or currencies other than Dollars (including, but not limited to, any composite
currency, currency units or Foreign Currency), then the principal amount of Securities of such series which shall be deemed to
be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at
the Market Exchange Rate. For purposes of this Section 1.15, the term “Market Exchange Rate” shall mean
the noon Dollar buying rate in The City of New York for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market Exchange Rate is not so available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation
of the Federal Reserve Bank of New York as of the most recent available date, or quotations or rates of exchange from one or more
major banks in The City of New York or in the country of issue of the currency in question, which for purposes of euros shall be
Brussels, Belgium, or such other quotations or rates of exchange as the Trustee shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency
other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations
of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Issuer and all Holders.


 






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1.16 Payment
in Required Currency; Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable
law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal
of or interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency
on the day on which final unappealable judgment is entered, unless such day is not a Banking Day, then, to the extent permitted
by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the Banking Day next preceding the day
on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency
(i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (regardless of whether entered
in accordance with subclause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.


 


1.17 Language
of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under
this Indenture shall be in the English language, except that any published notice may be in an official language of the country
of publication.


 


1.18 Incorporators,
Shareholders, Officers and Directors of the Company Exempt from Individual Liability. No recourse under or upon any obligation,
covenant or agreement of or contained in this Indenture or of or contained in any Security or for any claim based thereon or otherwise
in respect thereof, or in any Security or because of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, member, officer, manager or director, as such, past, present or future, of the Company or any successor
Person, either directly or through the Company or any successor Person, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that all such liability
is hereby expressly waived and released as a condition of, and as a part of the consideration for, the execution of this Indenture
and the issue of the Securities.


 


ARTICLE TWO


SECURITY FORMS


 


2.1 Forms
Generally. The Securities of each series shall be in substantially the form set forth in this Article Two, or in such other
form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof.


 


The definitive Securities
shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.


 


The forms of Global
Securities of any series shall have such provisions and legends as are customary for Securities of such series in global form,
including without limitation any legend required by the Depositary for the Securities of such series.


 






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2.2 Form
of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275
OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS , THE ISSUE DATE IS
, 202__ [AND] [,] THE YIELD TO MATURITY IS [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE
METHOD USED TO DETERMINE THE YIELD THEREFOR IS ]]


 


[Insert any other legend required by
the Code or the regulations thereunder.]


 


[If a Global Security,—insert
legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]


 


ONDAS HOLDINGS INC.


 


[TITLE OF SECURITY]


 


	
        No ________________
	
        U.S. $__________



 


[CUSIP No. _________]


 


ONDAS HOLDINGS INC., a company duly incorporated
under the laws of the State of Nevada (herein called the “Company,” which term includes any successor or resulting
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of _______________ United States Dollars on _______________ [If the Security is to bear interest
prior to Maturity, insert—, and to pay interest thereon from _______________ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually on _______________ and _______________ in each year, commencing
_______________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if applicable,
insert—, and at the rate of _____% per annum on any overdue principal and premium and on any installment of interest (to
the extent that the payment of such interest shall be legally enforceable)]. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which
shall be the _______________ or _______________ (regardless of whether a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].


 




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[If the Security is not to bear interest
prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.
Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


 


[If a Global Security, insert—Payment
of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made
by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other
currency].]


 


[If a Definitive Security, insert—Payment
of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or subject
to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind the designation
of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices or agencies
as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a [United
States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agency
has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable, insert—;
provided, however, that payment of interest may be made at the option of the Company by [United States Dollar] [state
other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security
Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank
in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent has received proper transfer
instructions in writing by the record date prior to the applicable Interest Payment Date)].]


 






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Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


 


	
        Dated:_________________________________
	
        ONDAS HOLDINGS INC. 




 


	 	
        By:
	 



 


2.3 Form
of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of _______________,
202__ (herein called the “Indenture”), between the Company and U.S. Bank, National Association, as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement, of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or
more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Security is one of the series designated on the face hereof [, limited in aggregate principal
amount to $_______________].


 


This security is the
general, unsecured, senior obligation of the Company.


 


[If applicable, insert The Securities
of this series are subject to redemption upon not less than _____ days’ notice by mail, [if applicable, insert, (1) on _______________
in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2) ] at any time [on or after _______________, 202__],
as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before _______________, _____%, and if redeemed] during the 12-month period beginning _______________
of the years indicated,


 






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	Year	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


and thereafter at a Redemption Price equal
to _____% of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through
operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in
the Indenture.]


 


[If applicable, insert—The Securities
of this series are subject to redemption upon not less than _____ nor more than _____ days’ notice by mail, (1) on _______________
in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [on or after _______________], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _______________ of the
years indicated,


 


	Year	 	
        Redemption Price for

        Redemption Through

        Operation of the Sinking

        Fund
	 	
        Redemption Price for

        Redemption Otherwise

        Than Through Operation of

        the Sinking Fund

	 	 	 	 	 
	 	 	 	 	 


 


and thereafter at a Redemption Price equal
to __% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise)
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business
on the relevant record dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert—Notwithstanding
the foregoing, the Company may not, prior to _______________, redeem any Securities of this series as contemplated by [clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly,
of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice)
of less than _____% per annum.]


 


[If applicable, insert—The sinking
fund for this series provides for the redemption on _______________ in each year beginning with the year _____ and ending with
the year _____ of [not less than] $_______________ [(“mandatory sinking fund”) and not more than $_______________]
aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise
than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made [If applicable, insert— in the inverse order in which they become due].]


 






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[If the Securities are subject to redemption
in part of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]


 


[If applicable, insert—The Securities
of this series are not redeemable prior to Stated Maturity.]


 


[If the Security is not an Original
Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.]


 


[If the Security is an Original Issue
Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to —insert formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the
payment of the principal of and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
regardless of whether notation of such consent or waiver is made upon this Security.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place(s)
and rate, and in the coin or currency, herein prescribed.


 






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[If a Global Security, insert—This
Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical
delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose
under the Indenture.]


 


[If a Definitive Security, insert—As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [if
applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [if applicable,
insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company
(limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of _______________
in _______________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.]


 


The Securities of this
series are issuable only in registered form without coupons in denominations of U.S. $________ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue,
and none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No recourse under or
upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, member, officer, manager or director, as such, past, present or future, of
the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood
that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of
the consideration for, the Securities and the execution of the Indenture.


 






    20


     


    

 


The Indenture provides
that the Company (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment
of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all
the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required
by law.


 


Except as otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 


[If a Definitive Security, insert as
a separate page—


 


FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto


 


 


(Please Print or Typewrite Name and
Address of Assignee)


 


the within instrument of ONDAS HOLDINGS
INC. and does hereby irrevocably constitute and appoint _______________ Attorney to transfer said instrument on the books of the
within-named Company, with full power of substitution in the premises.


 


Please Insert Social Security or Other
Identifying Number of Assignee:


 


	Dated:	 	 
	 	 	
        (Signature)



 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.]


 


2.4 Global
Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following
form:


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER
THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


 


EVERY SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 






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If Securities of a
series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section
3.1, then, notwithstanding clause (i) of Section 3.1 and the provisions of Section 3.2, any Global Security shall
represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent
the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement
of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby
shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company
Order. Subject to the provisions of Section 3.3, Section 3.4 and Section 3.5, the Trustee shall deliver and
redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in the applicable
Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall
be in a Company Order (which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel).


 


The provisions of the
last sentence of Section 3.3 shall apply to any Security represented by a Global Security if such Security was never issued
and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order (which need not
comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase,
as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 3.3.


 


2.5 Form
of Trustee’s Certificate of Authentication. The Trustee’s certificate(s) of authentication shall be in substantially
the following form:


 


This is one of the
Securities of the series designated [insert title of applicable series] referred to in the within-mentioned Indenture.


 


	 	 
	 	as Trustee
	 	 	 
	 	By:  	 
	 	 	As Authenticating Officer


 


ARTICLE THREE


THE SECURITIES


 


3.1 Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


 


The Securities may
be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,


 






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(a) the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities and which
may be part of a series of Securities previously issued);


 


(b) any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, Section 3.5, Section 3.6, Section 9.6 or Section 11.7
and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered
hereunder);


 


(c) the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


(d) the
date or dates on which the principal of the Securities of the series is payable or the method of determination thereof;


 


(e) the
rate or rates at which the Securities of the series shall bear interest, if any, or the formula, method or provision pursuant to
which such rate or rates are determined, the date or dates from which such interest shall accrue or the method of determination
thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable
on any Interest Payment Date;


 


(f) the
place or places where, subject to the provisions of Section 10.2, the principal of and any premium and interest on Securities
of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series
may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;


 


(g) the
period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may
be redeemed, in whole or in part, at the option of the Company;


 


(h) the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(i) if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall
be issuable;


 


(j) whether
payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for
taxes, assessments or governmental charges paid by Holders of the series;


 






    23


     


    

 


(k) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;


 


(l) if
the amount of payments of principal of and any premium or interest on the Securities of the series may be determined with reference
to an index, the manner in which such amounts shall be determined;


 


(m)        
if and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances
other than those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and
in which any such transfer may be registered;


 


(n) any
deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of the
Company set forth in Article Ten with respect to the Securities of such series;


 


(o) whether
and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not
a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Securities of the series rather than pay such additional amounts;


 


(p) if
the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the
form and terms of such certificates, documents or conditions;


 


(q) if
the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;


 


(r) if
other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant Defeasance as
may be specified for the Securities of the series;


 


(s) if
other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent; and


 


(t) any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities of any
one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in
the Officer’s Certificate referred to above or in any such indenture supplemental hereto.


 






    24


     


    

 


All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities
of such series or for the establishment of additional terms with respect to the Securities of such series.


 


If any of the terms
of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at
or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of
the series.


 


With respect to Securities
of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general terms for
Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified
in a Company Order or that such terms shall be determined by the Company or one or more agents thereof designated in an Officer’s
Certificate, in accordance with a Company Order.


 


3.2 Denominations.
The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.1. In the absence of any such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


3.3 Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board,
its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested.
The signature of any of these officers on the Securities may be manual or facsimile.


 


Securities bearing
the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to
time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the forms or terms of the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Section 2.1 and Section 3.1, in authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive
such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 






    25


     


    

 


(a) if
the form or forms of such Securities has been established in or pursuant to a Board Resolution as permitted by Section 2.1,
that each such form has been established in conformity with the provisions of this Indenture;


 


(b) if
the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering will be, established
in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities
of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture, subject, in
the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and


 


(c) that
such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation,
fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’
rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court
to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of
Counsel.


 


If such form or forms
or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture
or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding the
provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1
or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


With respect to Securities
of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities,
on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion
of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable,
in connection with the first authentication of Securities of such series.


 






    26


     


    

 


Each Security shall
be dated the date of its authentication.


 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.9 for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of
this Indenture.


 


3.4 Temporary
Securities. Pending the preparation of Definitive Securities of any series, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities
may determine, as evidenced by their execution of such Securities.


 


If temporary Securities
of any series are issued, the Company will cause Definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of Definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
Definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Securities of the same series and tenor of authorized denominations. Until so exchanged the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities of such series.


 


3.5 Registration,
Registration of Transfer and Exchange. The Company shall cause to be kept at the office or agency of the Company in the Borough
of Manhattan, the City of New York or in any other office or agency of the Company in a Place of Payment required by Section
10.2 a register (the register maintained in such office being herein sometimes referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed as the initial “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided, and its corporate trust office in New York City,
which, at the date hereof, is located at [_____________________], New York, New York [_____], is the initial office or agency in
the Borough of Manhattan where the Securities Register will be maintained. The Company may at any time replace such Security Registrar,
change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of
any change of the Security Registrar or of the location of such office or agency.


 






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Upon surrender for
registration of transfer of any Security of any series at the office or agency maintained pursuant to Section 10.2 for such
purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and tenor, of any authorized denominations and of a like aggregate principal
amount.


 


At the option of the
Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and tenor,
of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate
and deliver the Securities, which the Holder making the exchange is entitled to receive.


 


All Securities issued
upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.


 


Every Security presented
or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed,
by the Holder thereof or his attorney duly authorized in writing.


 


No service charge shall
be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.4, Section 9.6 or Section 11.7 not involving any transfer.


 


The Company shall not
be required (a) to issue, register the transfer of or exchange Securities of any series during a period beginning at, the opening
of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 11.3 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed
in part.


 


Notwithstanding any
other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as contemplated
by Section 3.1, a Global Security representing all or a portion of the Securities of a series may not be transferred, except
as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a
nominee of such successor Depositary. Every Security authenticated and delivered upon registration of, transfer of, or in exchange
for or in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs immediately following.


 






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If at any time the
Depositary for any Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling
or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be
eligible to continue as Depositary under Section 3.1 or ceases to be a clearing agency registered under the Exchange Act,
the Company shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities
is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 3.1 that such Securities be represented by one or more Global Securities shall
no longer be effective and the Company will execute and the Trustee, upon receipt of a Company Order for the authentication and
delivery of Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names
of such Persons as the Depositary shall direct.


 


The Company may at
any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event, the Company will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of the Definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as the Depositary shall direct.


 


If specified by the
Company pursuant to Section 3.1 with respect to Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor in definitive
registered form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities in definitive registered form,
shall authenticate and deliver, without service charge,


 


(a) to
the Person specified by such Depositary, a new Security or Securities of the same series and tenor, of any authorized denominations
as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Global Security; and


 


(b) to
such Depositary, a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (a) above.


 


Every Person who takes
or holds any beneficial interest in a Global Security agrees that:


 


(a) the
Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative
of such Person;


 






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(b) such
Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary;


 


(c) the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions
of principal and interest on the Global Securities to, such Persons in accordance with their own procedures; and


 


(d) none
of the Company, the Trustee, nor any agent of any of them will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


3.6 Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to save each of them and any agent of any of them harmless,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security.


 


Upon the issuance of
any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.


 


Every new Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company regardless of whether the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.


 


The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


 






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3.7 Payment
of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.1 with respect to
any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.


 


Any interest on any
Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below:


 


(a) The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (b).


 


(b) The
Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner
of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of
this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.


 






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3.8 Persons
Deemed Owners. Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities,
prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent thereof may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal
of and any premium and (subject to Section 3.5 and Section 3.7) any interest on such Security and for all other purposes
whatsoever, regardless of whether such Security be overdue, and none of the Company, the Trustee nor any agent of any of them shall
be affected by notice to the contrary.


 


No holder of any beneficial
interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of thereof as the owner of such Global
Security for all purposes whatsoever.


 


3.9 Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled
by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of in accordance with its customary practices, and the Trustee shall
thereafter deliver to the Company a certificate with respect to such disposition from time to time upon written request.


 


3.10 Computation
of Interest. Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on
the Securities of each series shall be computed on the basis of a year of twelve 30-day months.


 


3.11 CUSIP or CINS
Numbers. The Company in issuing the Securities may use “CUSIP” or “CINS” numbers (if then generally
in use, and in addition to the other identification numbers printed on the Securities), and, if so, the Trustee shall use “CUSIP”
or “CINS” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may
state that no representation is made as to the correctness of such “CUSIP” or “CINS” numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such “CUSIP”
or “CINS” numbers.


 






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ARTICLE FOUR


SATISFACTION AND DISCHARGE


 


4.1 Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect and will be discharged with respect to the Securities
of any series (except as to any surviving rights of registration of transfer or exchange of Securities and certain rights of the
Trustee, in each case, herein expressly provided for), and the Trustee, upon Company Request and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when:


 


(a) either


 


(i) all
such Securities theretofore authenticated and delivered (other than (A) such Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.6, and (B) such Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or


 


(ii) all
such Securities not theretofore delivered to the Trustee for cancellation


 


(A) have
become due and payable, or


 


(B) will
become due and payable at their Stated Maturity within one year, or


 


(C) are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company,


 


and the Company, in the case of (A), (B)
or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company irrevocably directing
the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;


 


(b) the
Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; and


 


(c) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, which, taken together, state that
all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such
Securities have been complied with.


 






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Notwithstanding the satisfaction and discharge
of this Indenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under Section
6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign
under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to clause (a) of
this Section, the obligations of the Company and the Trustee under Section 4.2, Section 6.6 and Section 10.2
and the last paragraph of Section 10.3 shall survive.


 


4.2 Application
of Trust Money. Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee
pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment
such money has been deposited with the Trustee.


 


ARTICLE FIVE


REMEDIES


 


5.1 Events
of Default. “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a) default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; or


 


(b) default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or


 


(c) default
in the deposit of any sinking fund payment when due; or


 


(d) default
in the performance, or breach, of the covenant set forth in Section 8.1; or


 


(e) default
in the performance, or breach, of any covenant in this Indenture (other than the covenant in Section 8.1 or any other covenant
a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default
or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 






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(f) the
Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case
or proceeding, (ii) consents to the entry of any order for relief against it in an involuntary case or proceeding, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for
the benefit of its creditors, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it, (vi) takes any corporate action to authorize or effect any of the foregoing, or (vii) takes any comparable
action under any foreign laws relating to insolvency; or


 


(g) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company
or any Significant Subsidiary in an involuntary case, (ii) appoints a Custodian of the Company or any Significant Subsidiary
for all or substantially all of its property, or (iii) orders the liquidation or winding up of the Company or any Significant
Subsidiary; and the order or decree remains unstayed and in effect for 30 consecutive days; or


 


(h) any
other Event of Default provided with respect to Securities of that series in accordance with Section 3.1.


 


5.2 Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of that series), together with any accrued
and unpaid interest thereon, of all of the Securities of that series to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount),
together with any accrued and unpaid interest thereon, shall become immediately due and payable. Notwithstanding the foregoing,
if an Event of Default specified in clause (f) or (g) of Section 5.1 occurs, the Securities of any series at the time Outstanding
shall be due and payable immediately without further action or notice.


 


At any time after such
a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 


(a) the
Company has paid or deposited with the Trustee a sum sufficient to pay:


 


(i) all
overdue interest on all Securities of that series,


 


(ii) the principal
of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates prescribed therefor in such Securities,


 






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(iii) to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities, and


 


(iv) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and


 


(b) all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


5.3 Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(a) default
is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or


 


(b) default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,


 


the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal
and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and any premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If the Company fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever
situated.


 


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 






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5.4 Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities,
their property or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,


 


(a) to
file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and


 


(b) to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, if the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.7.


 


No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, compromise, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


5.5 Trustee May
Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of
which such judgment has been recovered.


 






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5.6 Application
of Money Collected. Any money collected by the Trustee pursuant to this Article Five shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST: To the payment
of all amounts due the Trustee under Section 6.7;


 


SECOND: To the payment
of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such Securities for principal and any premium and interest, respectively; and


 


THIRD: The balance, if
any, to the Company.


 


5.7 Limitation
on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(a) such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series;


 


(b) the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c) such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;


 


(d) the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(e) no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;


 


it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.


 


5.8 Unconditional
Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium
and (subject to Section 3.5 and Section 3.7) interest on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder.


 






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5.9 Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the
Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


5.10 Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


5.11 Delay
or Omission Not Waiver. To fullest extent permitted by applicable law, no delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute
a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to
the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.


 


5.12 Control
by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, however, that:


 


(a) such
direction shall not be in conflict with any rule of law or with this Indenture;


 


(b) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and


 


(c) subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability.


 






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5.13 Waiver
of Past Defaults. By written notice to the Company and the Trustee, the Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except:


 


(a) a
continuing default in the payment of the principal of or any premium or interest on any Security of such series, or


 


(b) a
default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


5.14 Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant,
other than the Trustee, in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14
shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on
any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after
the Redemption Date).


 


5.15 Waiver
of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 






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ARTICLE SIX


THE TRUSTEE


 


6.1 Certain
Duties and Responsibilities.


 


(a) Except
during the continuance of an Event of Default, 


 


(i) the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and as are provided
by the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether they conform to the requirements
of this Indenture.


 


(b) In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.


 


(c) No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that


 


(i) this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section;


 


(ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;


 


(iii) the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, given pursuant to Section
5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(iv) no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(d) Regardless
of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section.


 






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6.2 Notice
of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the
Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security
Register, notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal of or any premium or interest on any Security
of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee may withhold
from Holders of Securities notice of any continuing Default or Event of Default if the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of such series; and, provided, further,
that in the case of any Default of the character specified in Section 5.1(c) with respect to Securities of such series,
no such notice to Holders shall be given until at least 90 days after the occurrence thereof and that in the case of any Default
of the character specified in Section 5.1(e) with respect to Securities of such series, no such notice to Holders shall
be given until at least 180 days after the occurrence thereof.


 


6.3 Certain
Rights of Trustee. Subject to the provisions of Section 6.1:


 


(a) the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b) any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.3, which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;


 


(c) whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) shall be entitled
to receive and may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(d) the
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(e) the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 






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(f) the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or attorney;


 


(g) the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder and shall not be responsible for the supervision of officers and employees of such agents or attorneys;


 


(h) the
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may
be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;


 


(i) the
Trustee shall be entitled to the rights and protections afforded to the Trustee pursuant to this Article Six in acting as a Paying
Agent or Security Registrar hereunder; and


 


(j) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


6.4 Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes any representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


6.5 May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company in its individual
or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act and Section 6.8, Section 6.9 and Section 6.13, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 






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6.6 Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in
writing with the Company.


 


6.7 Compensation
and Reimbursement. The Company agrees:


 


(a) to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(b) except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith; and


 


(c) to
indemnify each of the Trustee and its officers, directors, agents and employees for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties hereunder.


 


As security for the
performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium,
if any) or interest on particular Securities.


 


Without limiting any
rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(f) or Section 5.1(g), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of administration
under any applicable Bankruptcy Law.


 


The provisions of this
Section 6.7 shall survive the satisfaction and discharge of this Indenture and the Legal Defeasance of the Securities.


 


6.8 Disqualification;
Conflicting Interests. Reference is made to Section 310(b) of the Trust Indenture Act. There shall be excluded from
the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture with respect to the Securities of more than
one series.


 






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6.9 Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus required by the Trust Indenture Act, subject to supervision
or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee shall not be an obligor upon the Securities or an Affiliate thereof. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article Six.


 


6.10 Resignation
and Removal; Appointment of Successor.


 


(a) No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.


 


(b) The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.


 


(c) The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


(d) If
at any time:


 


(i) the
Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six months, or


 


(ii) the
Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


(iii) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee
with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 






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(e) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section
6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become
the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company
or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


(f) The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series
in the manner provided in Section 1.7. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


6.11 Acceptance
of Appointment by Successor.


 


(a) In case
of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 






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(b) In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


 


(c) Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


(d) No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article and the Trust Indenture Act.


 


6.12 Merger, Conversion,
Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article Six, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


 






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6.13 Preferential
Collection of Claims Against Company. Reference is made to Section 311 of the Trust Indenture Act. For purposes of Section
311(b) of the Trust Indenture Act,


 


(a) the
term “cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable
upon demand;


 


(b) the
term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or
sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting
the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with
the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 


6.14 Appointment
of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under
the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 






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Any corporation into
which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all
or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or
any further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


Except with respect
to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed
by the Company for such payments, subject to the provisions of Section 6.7.


 


If an appointment with
respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	 
	 	as Trustee
	 	 	 
	 	By:  	 
	 	 	As Authenticating Officer
	 	 	 
	 	 	 
	 	By:  	As Authenticating Officer 


 






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ARTICLE SEVEN


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND COMPANY


 


7.1 Company
to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:


 


(a) semi-annually,
not more than 15 days after each Regular Record Date for a series of Securities, a list for such series of Securities, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular
Record Date, and


 


(b) at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided,
however, that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished with respect
to such series of Securities.


 


7.2 Preservation
of Information; Communications to Holders.


 


(a) The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


(b) If
three or more Holders (herein referred to as “applicants”) apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at
its election, either


 


(i) afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.2(a), or


 


(ii) inform
such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time
by the Trustee in accordance with Section 7.2(a), and as to the approximate cost of mailing to such Holders the form of
proxy or other communication, if any, specified in such application.


 






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If the Trustee
shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance with Section
7.2(a) a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after
a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the SEC, together with
a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the SEC, after opportunity for a hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more
of such objections, the SEC shall find, after notice and opportunity for hearing, that all the objections so sustained have been
met and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.


 


(c) Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company nor the
Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 7.2(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).


 


7.3 Reports
by Trustee. Any Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act shall be dated
as of May 15, and shall be transmitted within 60 days after May 15 of each year (but in all events at intervals of not more than
12 months), commencing with the year 202__, by mail to all Holders, as their names and addresses appear in the Security Register.
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the SEC and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.


 


7.4 Reports
by Company. The Company shall:


 


(a) file
with the Trustee, within 15 days after the Company files the same with the SEC, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC,
such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of
the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time
to time in such rules and regulations;


 


(b) file
with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such additional
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture
as may be required from time to time by such rules and regulations; and


 






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(c) transmit
by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to clauses (a)
and (b) of this Section as may be required by rules and regulations prescribed from time to time by the SEC.


 


ARTICLE EIGHT


CONSOLIDATION, AMALGAMATION, MERGER
AND SALE


 


8.1 Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or merge with or into any other Person or sell,
convey, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of the Company on a consolidated
basis to any other Person, and shall not permit any Person to consolidate or merge into the Company, unless:


 


(a) either:
(i) the Company is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation, amalgamation or
merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, conveyance or
other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under
the laws of the United States, any state of the United States or the District of Columbia;


 


(b) the
Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Company) or the Person
to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company
under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; provided that, unless such
Person is a corporation, a corporate co-issuer of the Securities will be added to this Indenture by agreements reasonably satisfactory
to the Trustee;


 


(c) immediately
before and after giving pro forma effect to such transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be continuing; and


 


(d) the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
amalgamation, merger, conveyance, sale, transfer or lease and such supplemental indenture, if any, comply with this Article Eight
and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


8.2 Successor Substituted.
Upon any consolidation or merger of the Company with or into any other Person or any sale, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the Company on a consolidated basis in accordance with
Section 8.1, the successor or resulting Person formed by or resulting upon such consolidation or merger (if other than
the Company) or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company shall be relieved
of all obligations and covenants under this Indenture and the Securities.


 






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ARTICLE NINE


AMENDMENT, SUPPLEMENT AND WAIVER


 


9.1 Without
Consent of Holders. The Company and the Trustee may amend or supplement this indenture or the Securities without the consent
of any holder of a Security:


 


(a) to
cure any ambiguity or to correct or supplement any provision herein that may be inconsistent with any other provision herein in
a manner that does not adversely affect the rights of any Holder of Securities in any material respect; or


 


(b) to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and, to the extent applicable, to the Securities; or


 


(c) to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code; or


 


(d) to
secure the Securities of any series; or


 


(e) to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider
to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants, restrictions, conditions
or provisions are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company and to make
the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions
an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth;
provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may
provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to
the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default; or


 


(f) to make
any change to any provision of this Indenture that does not adversely affect the rights or interests of any Holder of Securities;
or


 






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(g) to
provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the date of
this Indenture; or


 


(h) to
add any additional Defaults or Events of Default in respect of all or any series of Securities; or


 


(i) to
add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
or


 


(j) to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is
entitled to the benefit of such provision; or


 


(k) to
establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1, including to
reopen any series of any Securities as permitted under Section 3.1; or


 


(l) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or


 


(m) to
conform the text of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision
of a description of such debt securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering
circular to the extent that such provision was intended to be a verbatim recreation of a provision of the indenture (and/or any
supplemental indenture) or any debt securities issued thereunder; or


 


(n) to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this Indenture
such other provisions as may be expressly required under the Trust Indenture Act.


 


After an amendment
under this Section 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to Holders, or any defect therein, shall not impair or affect the validity of an amendment under
this Section 9.1.


 


Upon the request of
the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make
any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment,
mortgage, charge or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 






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9.2 With
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and the Securities with the consent
of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities affected
by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8
and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or
the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal
amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities).


 


Upon the request of
the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities
as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join with
the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.


 


It is not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed amendment
or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver.


 


After an amendment,
supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally or in any
particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities by the
Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent
of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held by a
non-consenting Holder):


 


(a) change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


 






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(b) reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(c) modify
any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section 10.6, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (c) shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section
9.1(l); or


 


(d) waive
a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities shall not be
deemed a redemption of the Securities; or


 


(e) make
any change in the foregoing amendment and waiver provisions.


 


A supplemental indenture
that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit
of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect
to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities
of any other series.


 


It shall not be necessary
for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.


 


9.3 Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 


9.4 Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture under this Article Nine, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 






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9.5 Conformity
with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


9.6 Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE TEN


COVENANTS


 


10.1 Payment
of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms
of the Securities and this Indenture.


 


10.2 Maintenance
of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency (which
may be an office of the Trustee or Registrar or agent of the Trustee or Registrar) where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Company may also
from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


Except as otherwise
specified with respect to a series of Securities as contemplated by Section 3.1, the Company hereby initially designates
the office of the Trustee located at [_____________], New York, New York [_____], as the Company’s office or agency for
each such purpose for each series of Securities.


 






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10.3 Money
for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, with respect to
any series of Securities, it will, on or before each due date of the principal of and any premium or interest on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company
shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of and any
premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any
premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure
so to act. For purposes of this Section 10.3, should a due date for principal of and any premium or interest on, or sinking
fund payment with respect to any series of Securities not be on a Business Day, such payment shall be due on the next Business
Day without any interest for the period from the due date until such Business Day.


 


The Company will cause
each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:


 


(a) hold
all sums held by it for the payment of the principal of and any premium or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(b) give
the Trustee notice of any Default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal and any premium or interest on the Securities of that series; and


 


(c) at
any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.


 


The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect
to such money.


 






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Subject to any applicable
escheat or abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of and any premium or interest on any Security of any series and remaining unclaimed for one year
after such principal and any premium or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


 


10.4 Existence.
Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect
its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve
any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company.


 


10.5 Statement
by Officer as to Default. Annually, within 150 days after the close of each fiscal year beginning with the first fiscal year
during which one or more series of Securities are Outstanding, the Company will deliver to the Trustee a brief certificate (which
need not include the statements set forth in Section 1.3) from the principal executive officer, principal financial officer
or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance (without regard to
any period of grace or requirement of notice provided herein) with all conditions and covenants under the Indenture and, if the
Company shall be in Default, specifying all such Defaults and the nature and status thereof of which such officer has knowledge.


 


10.6 Additional
Amounts. If the Securities of a series provide for the payment of additional amounts (as provided in Section 3.1(o)),
at least 10 days prior to the first Interest Payment Date with respect to that series of Securities and at least 10 days prior
to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been a change
with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee
and the principal Paying Agent, if other than the Trustee, an Officer’s Certificate instructing the Trustee and such Paying
Agent whether such payment of principal of, premium, if any, or interest on the Securities of that series shall be made to holders
of the Securities of that series without withholding or deduction for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officer’s
Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such holders
and shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company
shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by this Section. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officer’s Certificate furnished pursuant to this Section 10.6.


 






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Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect
of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts provided
by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if
applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof
where such express mention is not made.


 


ARTICLE ELEVEN


REDEMPTION OF SECURITIES


 


11.1 Applicability
of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance
with this Article Eleven.


 


11.2 Election
to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least
15 days prior to the last date for the giving of notice of such redemption (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to
an election of the Company that is subject to a condition specified in the terms of the Securities of the series to be redeemed,
the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.


 


11.3 Selection
by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected
not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by lot, pro rata or by another method as the Trustee shall deem fair and appropriate, including any method
required by the Depository with respect to any Global Securities (and in such manner as is not prohibited by applicable legal
requirements) and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


 






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The Trustee shall promptly
notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. If the Securities of any series to be redeemed consist of Securities having
different dates on which the principal is payable or different rates of interest, or different methods by which interest may be
determined or have any other different tenor or terms, then the Company may, by written notice to the Trustee, direct that the
Securities of such series to be redeemed shall be selected from among the groups of such Securities having specified tenor or terms
and the Trustee shall thereafter select the particular Securities to be redeemed in the manner set forth in the preceding paragraph
from among the group of such Securities so specified.


 


For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in
the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which
has been or is to be redeemed.


 


11.4 Notice
of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption
shall state:


 


(a) the
Redemption Date,


 


(b) the
Redemption Price, or if not then ascertainable, the manner of calculation thereof,


 


(c) if
less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed,


 


(d) that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(e) the
place or places where such Securities are to be surrendered for payment of the Redemption Price, and


 


(f) that
the redemption is for a sinking fund, if such is the case.


 


Notice of redemption of Securities to be
redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the
name and at the expense of the Company.


 


11.5 Deposit of
Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities which are to be redeemed on that date.


 






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11.6 Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that unless otherwise
specified with respect to Securities of any series as contemplated in Section 3.1, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section
3.7.


 


If any Security called
for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the Security.


 


11.7 Securities
Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE TWELVE


SINKING FUNDS


 


12.1 Applicability
of Article. The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for Securities of such series.


 


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory
sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each
sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities
of such series.


 






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12.2 Satisfaction
of Sinking Fund Payments with Securities. The Company (a) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (b) may apply as a credit Securities of a series which have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series;
provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 


12.3 Redemption
of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 12.2 and stating the basis for such credit and that such Securities
have not been previously so credited, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in Section 11.6 and Section 11.7.


 


ARTICLE THIRTEEN


DEFEASANCE


 


13.1 Option
to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer’s Certificate, and at any time, elect to have either Section 13.2 or Section
13.3 hereof be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article Thirteen,
unless otherwise established with respect to the Securities of a series pursuant to Section 3.1.


 


13.2 Legal Defeasance
and Discharge. Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.2, the Company will, subject to the satisfaction of the conditions set forth in Section 13.4 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding Securities on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company
will be deemed to have paid and discharged the entire Debt represented by the outstanding Securities, which will thereafter be
deemed to be “outstanding” only for the purposes of Section 13.5 hereof and the other sections of this Indenture
referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which will survive until otherwise terminated or discharged hereunder:


 






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(a) the
rights of Holders of Outstanding Securities to receive payments in respect of the principal of, or interest or premium, if any,
on such Securities when such payments are due from the trust referred to in Section 13.4 hereof;


 


(b) the
Company’s obligations with respect to such Securities under Section 3.4, Section 3.5, Section 3.6, Section
10.2 and Section 10.3 hereof;


 


(c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;
and


 


(d) this
Article Thirteen.


 


Subject to compliance
with this Article Thirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise
of its option under Section 13.3 hereof.


 


13.3 Covenant
Defeasance. Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.3, the Company will, subject to the satisfaction of the conditions set forth in Section 13.4 hereof, be released
from each of their obligations under the covenants contained in Section 7.4, Section 8.1 and Section 10.4
hereof as well as any Additional Defeasible Provisions (such release and termination hereinafter referred to as “Covenant
Defeasance”), and the Securities will thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Securities will
not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding
Securities, the Company may omit to comply with and will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 5.1 hereof, but, except as specified above, the remainder
of this Indenture and such Securities will be unaffected thereby. In addition, upon the Company’s exercise under Section
13.1 hereof of the option applicable to this Section 13.3 hereof, subject to the satisfaction of the conditions set
forth in Section 13.4 hereof, Sections 5.1(c), 5.1(d), 5.1(e), 5.1(g) and 5.1(h)
hereof and will not constitute Events of Default.


 


13.4 Conditions
to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
13.2 or Section 13.3 hereof:


 


(a) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations,
in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent
public accountants to pay the principal of, or interest and premium, if any, on the Outstanding Securities on the stated date
for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities
are being defeased to such stated date for payment or to a particular redemption date;


 






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(b) in
the case of an election under Section 13.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that:


 


(i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(ii) since
the Issue Date, there has been a change in the applicable federal income tax law,


 


in either case to the effect that,
and based thereon such Opinion of Counsel will confirm that, the Holders of the Outstanding Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(c) in
the case of an election under Section 13.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that the Holders of the Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;


 


(d) no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit);


 


(e) [reserved];


 


(f) such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;


 


(g) the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others;


 


(h) the
Company must deliver to the Trustee an Officer’s Certificate, stating that all conditions precedent set forth in clauses
(a) through (g) of this Section 13.4 have been complied with; and


 


(i) the
Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, qualifications
and exclusions), stating that all conditions precedent set forth in clauses (b), (c) and (f) of this Section 13.4 have
been complied with; provided that the Opinion of Counsel with respect to clause (f) of this Section 13.4 may be to the
knowledge of such counsel.


 






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13.5 Deposited
Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions. Subject to Section 13.6 hereof,
all money and non-callable U.S. Government Obligation (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4
hereof in respect of the Outstanding Securities will be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required
by law.


 


The Company will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government
Obligations deposited pursuant to Section 13.4 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.


 


Notwithstanding anything
in this Article Thirteen to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of
the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof which, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


13.6 Repayment.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium, if any,
or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged
from such trust; and the Holder of such Security will thereafter be permitted to look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


 






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13.7 Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance
with Section 13.2 or Section 13.3 hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities will be revived and reinstated as though no deposit had occurred pursuant to Section 13.2
or Section 13.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 13.2 or Section 13.3 hereof, as the case may be; provided, however, that, if the Company makes any payment
of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company will be subrogated
to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written. 


 


	 	ONDAS HOLDINGS INC.



 


	 	By: 	 
	 	Name:	 
	 	Title:	 



 


	 	[TRUSTEE]


 





	 	By: 	 
	 	Name:	 
	 	Title:	 


 






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Exhibit A-4


 





 



 


ONDAS HOLDINGS,
INC.


 


TO


 





 



 


[FIRST][SECOND]
SUPPLEMENTAL INDENTURE TO


INDENTURE DATED [INSERT DATE]

 


Dated as of [INSERT
DATE]


 


WILMINGTON SAVINGS FUND SOCIETY, FSB,


 


as Trustee


 


 


 



 


 




3% Series [B-1][B-2]
Senior Convertible Note Due [2024][2025]


 





 



 






     


     


    

 


ONDAS
HOLDINGS, INC.


 


[FIRST][SECOND]
SUPPLEMENTAL INDENTURE TO

INDENTURE DATED [INSERT DATE]


 


3%
SERIES [B-1][B-2] SENIOR CONVERTIBLE NOTE DUE [2024][2025] 


 


[FIRST][SECOND]
SUPPLEMENTAL INDENTURE, dated as of [INSERT DATE] (this “[First][Second] Supplemental Indenture”), between ONDAS
HOLDINGS, INC., a Nevada corporation (the “Company”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee
(the “Trustee”).


 


RECITALS


 


A.
The Company filed a registration statement on Form S-3 on January 29, 2021 (File Number 333-252572) (the
“Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”) and the Registration Statement has been declared effective by the SEC on February 5, 2021.


 


B.
The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of [INSERT DATE], substantially in the form filed
as an exhibit to the Registration Statement (the “Indenture”), providing for the issuance from time to time of Securities
(as defined in the Indenture) by the Company.


 


C.
The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).


 


D.
Section 2.2 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture.


 


E.
Section 9.1 of the Indenture provides that, without the consent of the Holders, for the Company and the Trustee may enter into an indenture
supplemental to the Indenture to establish the form or terms of Securities of any series as provided by Section 2.2 of the Indenture.


 


F.
In accordance with that certain Securities Purchase Agreement, dated [ ], 2022 (the “Securities Purchase Agreement”),
by and among the Company and the investors party thereto (the “Investors”), the Company has agreed to sell to the
Investors, and the Investors have agreed to purchase from the Company, subject to the satisfaction of certain terms and conditions set
forth therein, pursuant to (i) the Indenture, (ii) this [First][Second] Supplemental Indenture, (iii) the Securities Purchase Agreement
and (iv) the Company’s Registration Statement on Form S-3 (File number
333-237772) (the “Registration Statement”), (x) at
the applicable Additional Closing (as defined in the Securities Purchase Agreement), up to $34,500,000 in
aggregate principal amount of Notes (as defined in the Securities Purchase Agreement).


 






    2


     


    

 


G.
The Company hereby desires to supplement the Indenture pursuant to this [First][Second] Supplemental Indenture to set forth the terms
and conditions of the Notes to be issued in accordance herewith.


 


NOW,
THEREFORE, THIS [FIRST][SECOND] SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the premises and the issuance of the series
of Securities provided for herein, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities of
such series, as follows:


 


ARTICLE
I



Relation to Indenture; Definitions


 


Section
1.1. RELATION TO INDENTURE. This [First][Second] Supplemental Indenture constitutes an integral part of the Indenture.


 


Section
1.2. DEFINITIONS. For all purposes of this [First][Second] Supplemental Indenture:


 


(a)
Capitalized terms used herein without definition shall have the meanings specified in the Indenture or in the Notes, as applicable;


 


(b)
All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this
[First][Second] Supplemental Indenture; and


 


(c)
The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this [First][Second]
Supplemental Indenture.


 


ARTICLE
II



The Series of Securities


 


Section
2.1. TITLE. There shall be a series of Securities designated the “3% Series [B-1][B-2] Senior Convertible Note Due [2024][2025]
(the “Notes”).


 


Section
2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount of the Notes to be sold pursuant to the Securities Purchase
Agreement and to be issued pursuant to this [First][Second] Supplemental Indenture on the date hereof shall be $34,500,000.


 


Section
2.3. PRINCIPAL PAYMENT DATE. The principal amount of the Notes outstanding (together with any accrued and unpaid interest and other amounts)
shall be payable in accordance with the terms and conditions set forth in the Notes on each Conversion Date, Alternate Conversion Date,
Redemption Date and on the Maturity Date, in each case as defined in the Notes.


 






    3


     


    

 


Section
2.4. INTEREST AND INTEREST RATES. Interest shall accrue and shall be payable at such times and in the manner set forth in the Notes.


 


Section
2.5. PLACE OF PAYMENT. Except as otherwise provided by the Notes, the place of payment where the Notes may be presented or surrendered
for payment, where the Notes may be surrendered for registration of transfer or exchange (to the extent required or permitted, as applicable,
by the terms of the Notes) and where notices and demand to or upon the Trustee in respect of the Notes and the Indenture may be served
shall be: [500 Nevada Avenue, Wilmington, DE 19801, Attn.: Corporate Trust - Ondas Holdings, Inc.; Telephone: (302) 573-3269; Facsimile:
(302) 421-9137; Email: JMcNichol@wsfsbank.com].


 


Section
2.6. REDEMPTION. The Company may redeem the Notes, in whole or in part, at such times and in the manner set forth in the Notes.


 


Section
2.7. DENOMINATION. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and integral
multiples thereof.


 


Section
2.8. CURRENCY. Principal and interest and any other amounts payable, from time to time, on the Notes shall be payable in such coin or
currency of the United States of America that at the time of payment is legal tender for payment of public and private debts in accordance
with Section 24(b) of the Notes.


 


Section
2.9. FORM OF SECURITIES. The Notes shall be issued in the form attached hereto as Exhibit A. Exhibit A also
includes the form of Trustee’s certificate of authentication for the Notes. The Company has elected to issue only Definitive Securities
and shall not issue any Global Securities hereunder.


 


Section
2.10. CONVERTIBLE SECURITIES. The Notes are convertible into shares of Common Stock (as defined in the Notes) of the Company upon the
terms and conditions set forth in the Notes and all references to “Common Stock” in the Indenture shall be deemed to be references
to Common Stock for all purposes thereunder. In connection with any conversion of any given Note into Common Stock, the Trustee may rely
conclusively, without any independent investigation, on any Conversion Notice (as defined in the Notes) executed by the applicable Holder
of such Note and an Acknowledgement (as defined in the Notes) signed by the Company (in each case, in the forms attached as Exhibits
I and II to the Note), in lieu of the Company’s obligations to deliver an Officer’s Certificate, Company Request, Company
Order or an Opinion of Counsel pursuant to Section 1.3, Article II, Article III, and Section 6.3 of the Indenture in connection with
any conversion of any Note. The Conversion Notice and Acknowledgement (unless subsequently revoked or withdrawn) shall be deemed to be
a joint instruction by the Company and such Holder to the Trustee to record on the register of the Notes such conversion and decrease
in the principal amount of such Note by such aggregate principal amount of the Note converted, in each case, as set forth in such Conversion
Notice and Acknowledgment.


 






    4


     


    

 


Section
2.11. REGISTRAR. The Trustee shall only serve initially as the Security Registrar and not as a paying agent and, in such capacity, shall
maintain a register (the “Security Register”) in which the Trustee shall register the Notes and transfers of the Notes.
The entries in the Security Register shall be conclusive and binding for all purposes absent manifest error. The initial Security Register
shall be created by the Trustee in connection with the authentication of the initial Notes in the names and amounts detailed in the related
Company Order. No Note may be transferred or exchanged except in compliance with the authentication procedures of the Trustee in accordance
with this [First][Second] Supplemental Indenture. The Trustee shall not register a transfer, exchange, redemption, conversion, cancellation
or any other action with respect to a Note unless instructed to do so in an Officer’s Certificate, Conversion Notice and Acknowledgement
or Company Order, as applicable. Each Officer’s Certificate, Conversion Notice and Acknowledgement or Company Order, as applicable,
given to the Trustee in accordance with this Section 2.11 shall constitute a representation and warranty to the Trustee that the Trustee
shall be fully indemnified in connection with any liability arising out of or related to any action taken by the Trustee in good faith
reliance on such Officer’s Certificate, Conversion Notice and Acknowledgement or Company Order, as applicable.


 


Section
2.12. SINKING FUND OBLIGATIONS. The Company has no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous
requirement or upon the happening of a specified event or at the option of a Holder thereof.


 


Section
2.13. NO PAYING AGENT. The Company is not required to appoint and has not appointed any Paying Agent in respect of the Notes pursuant
to the Indenture or any Supplemental Indenture and all amounts payable, from time to time, pursuant to the Notes shall, for so long as
so long as no Paying Agent has been appointed, be paid directly by the Company to the applicable Holder.


 


Section
2.14. EVENTS OF DEFAULT. The Company has elected that the provisions of Section 4 of the Notes shall govern all Events of Default in
lieu of Section 5.1 of the Indenture.


 


Section
2.15. EXCLUDED DEFINITIONS. The Company has elected that none of the following definitions in the Indenture shall be applicable to the
Notes and any analogous definitions set forth in the Notes shall govern in lieu thereof:


 


		●	Definition
                                            of “Business Day” in Section 1.1;



 


		●	Definition
                                            of “Event of Default” in Section 5.1;



 


		●	Definition
                                            of “Person” in Section 1.1;



 


		●	Definition
                                            of “Redemption Date” in Section 1.1;



 


		●	Definition
                                            of “Redemption Price” in Section 1.1; and



 


		●	Definition
                                            of “Subsidiary” in Section 1.1.



 






    5


     


    

 


Section
2.16. EXCLUDED PROVISIONS. The Company has elected that none of the following provisions of the Indenture shall be applicable to the
Notes and any analogous provisions (including definitions related thereto) of this [First][Second] Supplemental Indenture and/or the
Notes shall govern in lieu thereof:


 


		●	Section
                                            1.1 (Successors and Assigns)



 


		●	Section
                                            1.16 (Payment in Required Currency; Judgment Currency)



 


		●	Section
                                            1.18 (Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual
                                            Liability)



 


		●	Section
                                            2.2 (Form of Face of Security)



 


		●	Section
                                            2.3 (Form of Reverse of Security)



 


		●	Section
                                            2.4 (Global Securities)



 


		●	Section
                                            2.5 (Form of Trustee’s Certificate of Authentication)



 


		●	Section
                                            3.6 (Mutilated, Destroyed, Lost and Stolen Securities)



 


		●	Section
                                            3.7 (Payment of Interest; Interest Rights Preserved)



 


		●	Section
                                            3.10 (Computation of Interest)



 


		●	Article
                                            Four (Satisfaction and Discharge)



 


		●	Section
                                            5.1 (Events of Default)



 


		●	Section
                                            5.2 (Acceleration of Maturity; Rescission and Annulment)



 


		●	Section
                                            5.3 (Collection of Indebtedness and Suits for Enforcement by Trustee)



 


		●	Section
                                            5.7 (Limitation on Suits)



 


		●	Section
                                            5.14 (Undertaking for Costs)



 


		●	Section
                                            7.3 (Reports by Trustee)



 


		●	Article
                                            Eight (Consolidation, Amalgamation, Merger and Sale)



 


		●	Section
                                            9.1 (Without Consent of Holders)



 


		●	Section
                                            10.3 (Money for Securities Payments to Be Held in Trust)



 


		●	Section
                                            10.6 (Additional Amounts)



 


		●	Article
                                            Eleven (Redemption of Securities)



 


		●	Article
                                            Twelve (Sinking Funds)



 


		●	Article
                                            Thirteen (Defeasance)



 






    6


     


    

 


Section
2.17. COVENANTS. In addition to any covenants set forth in Article Ten of the Indenture, the Company shall comply with the additional
covenants set forth in Section 14 of the Notes.


 


Section
2.18. IMMEDIATELY AVAILABLE FUNDS. All cash payments of principal and interest shall be made in U.S. dollars and immediately available
funds.


 


Section
2.19. TRUSTEE MATTERS.


 


(a)
Duties of Trustee. Notwithstanding anything in the Indenture to the contrary:


 


(i)
the sole duty of the Trustee is to act as the Registrar unless otherwise agreed to by the Required Holders (as defined in the Notes),
the Trustee and the Company in an additional supplemental Indenture (other than this [First][Second] Supplemental Indenture) or as separately
agreed to in a writing by the Trustee and the Required Holders;


 


(ii)
the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the
Trustee need not investigate any fact or matter contained therein;


 


(iii)
the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
discretion, rights or powers;


 


(iv)
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney and the reasonable expenses of every such examination shall be
paid by the Company or, if paid by the Trustee or any predecessor Trustee, shall be reimbursed by the Company upon demand;


 


(v)
the permissive rights of the Trustee to do things enumerated in the Indenture and this [First][Second] Supplemental Indenture shall not
be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct;


 



    7


     


    




 


(vi)
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as Registrar), and to each agent,
custodian, and any other such Persons employed to act hereunder;


 


(vii)
in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision of any
present or future law or regulation or governmental authority, (ii) any act of God, (iii) natural disaster, (iv) war, (v) terrorism,
(vi) civil unrest, (vii) accidents, (viii) labor dispute, (ix) disease, (x) epidemic or pandemic, (xi) quarantine, (xii) national emergency,
(xiii) loss or malfunction of utility or computer software or hardware, (xiv) communications system failure, (xv) malware or ransomware;
(xvi) unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or (xvii) unavailability
of any securities clearing system (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable
under the circumstances);


 


(viii)
in no event shall the Trustee be responsible or liable for special, indirect, incidental, punitive or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(ix)
the Trustee has no duty to make any calculations called for under the Notes, and shall be protected in conclusively relying without liability
upon an Officer’s Certificate with respect thereto without independent verification;


 


(x)
for the protection and enforcement of the provisions of the Indenture, this [First][Second] Supplemental Indenture and the Notes, the
Trustee shall be entitled to such relief as can be given at either law or equity;


 


(xi)
the Trustee shall have the right to decline to follow any direction given to it under the Indenture, this [First][Second] Supplemental
Indenture or the Notes if the Trustee shall determine that the proceeding so directed would involve the Trustee in personal liability;


 


(xii)
in the event that the Holders of the Notes have waived any Event of Default with respect to this [First][Second] Supplemental Indenture
or the Notes, the default covered thereby shall be deemed to be cured for all purposes hereunder and the Company, the Trustee and the
Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend
to any subsequent or other default to impair any right consequent thereon;


 






    8


     


    

 


(xiii)
the Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Notes, and
the Trustee shall not be responsible for the failure by the Company to comply with any provisions of the Notes;


 


(xiv)
except during the continuance of an Event of Default, in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of the Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether
they conform to the requirements of the Indenture but shall have no obligation or liability for confirming or investigating the accuracy
of mathematical calculations or other facts purported to be stated therein;


 


(xv)
the Trustee will not at any time be under any duty or responsibility to any Holder to determine the Conversion Price (or any adjustment
thereto) or whether any facts exist that may require any adjustment to the Conversion Price, or with respect to the nature or extent
or calculation of any such adjustment when made, or with respect to the method employed in the Indenture, this [First][Second] Supplemental
Indenture, in any supplemental indenture or the Notes provided to be employed, in making the same;


 


(xvi)
the Trustee will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities, cash or other property that may at any time be issued or delivered upon the conversion of any Note; and the Trustee makes
any representations with respect thereto; and


 


(xvii)
the Trustee will not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities, cash or other property upon the surrender of any Note for the purpose of conversion or to comply with
any of the duties, responsibilities or covenants of the Company with respect thereto.


 


(b)
Additional Indemnification. In addition to any indemnification rights set forth in the Indenture, the Company agrees to indemnify
each of the Trustee, or any successor Trustee, and its officers, directors, agents and employees, for, and to hold each of them harmless
against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) and reasonable attorneys’ fee and expenses and court costs, incurred without gross negligence or
willful misconduct on their part, as determined by a final and non-appealable order of a court of competent jurisdiction, arising out
of or in connection with the acceptance or administration of the trust or trusts the Indenture and this [First][Second] Supplemental
Indenture, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, or any
Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or in
connection with enforcing the Indenture and this [First][Second] Supplemental Indenture against the Company or any Guarantor (including
the provisions of this Section). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim
with counsel who shall be reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defense. In addition, the Trustee
may retain one separate counsel on behalf of itself and the Holders (and in the case of an actual or perceived conflict of interest,
one additional separate counsel on behalf of the Holders) and, if deemed advisable by such counsel, local counsel, and the Company shall
pay the reasonable fees and expenses of such separate counsel and local counsel. The indemnification herein also extends to a settlement,
and shall survive the discharge of the Indenture or the removal or resignation of the Trustee.


 






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(c)
Successor Trustee Petition Right. If an instrument of acceptance by a successor Trustee required by Section 6.11 of the Indenture
has not been delivered to the Trustee within 30 days after the giving of a notice of removal, the Trustee being removed, at the expense
of the Company, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.


 


(d)
Trustee as Creditor. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).


 


(e)
Reports by the Company. In addition to the Company’s obligations pursuant to Section 7.4 of the Indenture, the Company shall:


 


(i)
deliver to the Trustee (unless filed with the SEC through the EDGAR system or any successor system), within 15 days after the Company
files the same with the SEC, copies of the annual and quarterly reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company may be
required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it shall deliver to the Trustee and the SEC, in accordance
with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations; and


 


(ii)
whether or not required under the Exchange Act, so long as any Securities remain outstanding, the Company shall file a copy of all of
the information and reports referred to in clause (i) above with the SEC for public availability within the time periods specified in
the SEC rules and regulations (unless the SEC will not accept such a filing) and make such information available to Holders, securities
analysts and prospective investors upon request.


 



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The parties hereto
acknowledge and agree that delivery of such reports, information, and documents to the Trustee pursuant to the provisions of Section
7.4 of the Indenture and this Section 2.19(e) is for informational purposes only and the Trustee’s receipt of such shall not constitute
actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s
Certificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other
Person’s compliance with any of the covenants under the Indenture and this [First][Second] Supplemental Indenture, to determine
whether such reports, information or documents are available on the SEC’s website (including the EDGAR system or any successor
system,) the Company’s website or otherwise, to examine such reports, information, documents and other reports to ensure compliance
with the provisions of this Indenture, or to ascertain the correctness or otherwise of the information or the statements contained therein.


 


(f)
Execution of Supplemental Indentures. Notwithstanding anything in the Indenture to the contrary, the Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities
under the Indenture or otherwise.


 


(g)
Statements by Officers as to Default. In addition to the Company’s obligations pursuant to Section 1.3 of the Indenture,
the Company agrees as follows:


 


(i)
Annually, within 120 days after the close of each fiscal year beginning with the first fiscal year during which the Notes remain outstanding,
the Company will deliver to the Trustee an Officer’s Certificate (one of which Officers signatory thereto shall be the Chief Executive
Officer, Chief Financial Officer or Chief Corporate and Strategy Officer of the Company) as to the knowledge of such Officers of the
Company’s compliance (without regard to any period of grace or requirement of notice provided herein) with all conditions and covenants
under the Indenture, this First Supplemental Indenture and the Notes and, if any Event of Default has occurred and is continuing, specifying
all such Events of Defaults and the nature and status thereof of which such Officers have knowledge.


 


(ii)
The Company shall, so long as any of the Securities remain outstanding, deliver to the Trustee, as soon as practicable and in any event
within 30 days after the Company becomes aware of any Event of Default, an Officer’s Certificate specifying such Events of Default,
its status and the actions that the Company is taking or proposes to take in respect thereof.


 


(h)
Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and perform
such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of the Indenture and this [First][Second]
Supplemental Indenture.


 


(i)
Expense. Notwithstanding anything in the Indenture to the contrary, any actions taken by the Trustee in any capacity shall be
at the Company’s reasonable expense.


 


Section
2.20. ORIGINAL ISSUE DISCOUNT. The Notes will be issued with original issue discount as set forth in the Securities Purchase Agreement.


 






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Section
2.21. SATISFACTION; DISCHARGE. The Indenture and this [First][Second] Supplemental Indenture will be discharged and will cease to be
of further effect with respect to the Notes (except as to any surviving rights expressly provided for in the Transaction Documents (as
defined in the Securities Purchase Agreement)), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of the Indenture and this [First][Second] Supplemental Indenture with respect to the Notes, when all outstanding
amounts under the Notes shall have been paid in full (and/or converted into shares of Common Stock or other securities in accordance
therewith) and no other obligations remain outstanding pursuant to the terms of the Notes, this [First][Second]
Supplemental Indenture, the Indenture and/or the other Transaction Documents, as applicable, which have not been paid in full
by the Company, and when the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture and this [First][Second]
Supplemental Indenture with respect to the Notes have been complied with.


 


Section
2.22. CONTROL BY SECURITYHOLDERS. The Required Holders (as defined in the Securities Purchase Agreement) shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee with respect to the Notes; provided, however, that such direction shall not be in conflict with any rule of law. Subject
to the provisions of Section 6.1 of the Indenture and this [First][Second] Supplemental
Indenture, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine
that the proceeding so directed would involve the Trustee in personal liability. The Notes may be amended, modified or waived, as applicable,
in accordance with Section 16 of the Notes. Upon any waiver of any term of the Notes, the default covered thereby shall be deemed to
be cured for all purposes of the Indenture, this [First][Second] Supplemental Indenture, the Notes and the Company, the Trustee and the
Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.


  


ARTICLE
III

Expenses


 


Section
3.1. PAYMENT OF EXPENSES. In connection with the offering, sale and issuance of the Notes, the Company, in its capacity as issuer of
the Notes, shall pay all costs and expenses relating to the offering, sale and issuance of the Notes and compensation and expenses of
the Trustee under the Indenture in accordance with the provisions of Section 6.7 of the Indenture.


 


Section
3.2. PAYMENT UPON RESIGNATION OR REMOVAL. Upon termination of this [First][Second] Supplemental Indenture or the Indenture or the removal
or resignation of the Trustee, unless otherwise stated, the Company shall pay to the Trustee all amounts, fees and expenses (including
reasonable attorney’s fees and expenses) accrued to the date of such termination, removal or resignation.


 






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ARTICLE
IV



Miscellaneous Provisions


 


Section
4.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this
[First][Second] Supplemental Indenture.


 


Section
4.2. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as supplemented and amended by this [First][Second] Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed.


 


Section
4.3. CONFLICT WITH INDENTURE; TRUST INDENTURE ACT. Notwithstanding anything to the contrary in the Indenture, if any conflict arises
between the terms and conditions of this [First][Second] Supplemental Indenture (including, without limitation, the terms and conditions
of the Notes) and the Indenture, the terms and conditions of this [First][Second] Supplemental Indenture (including the Notes) shall
control; provided, however, that if any provision of this [First][Second] Supplemental Indenture or the Notes limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required thereunder to be a part of and govern this [First][Second] Supplemental
Indenture, the latter provisions shall control. If any provision of this [First][Second] Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded, the latter provisions shall be deemed to apply to the Indenture
as so modified or excluded, as the case may be.


 


Section
4.4. AMENDMENTS; WAIVER. This [First][Second] Supplemental Indenture may be amended by the written consent of the Company and the Required
Holders (as defined in the Notes); provided however, no amendment shall adversely impact the rights, duties, immunities or liabilities
of the Trustee without its prior written consent. No provision hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought.


 


Section
4.5. SUCCESSORS. This [First][Second] Supplemental Indenture shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns, including any purchasers of the Notes.


 


Section
4.6. SEVERABILITY; ENTIRE AGREEMENT. If any provision of this [First][Second] Supplemental Indenture shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this [First][Second]
Supplemental Indenture in that jurisdiction or the validity or enforceability of any provision of this [First][Second] Supplemental Indenture
in any other jurisdiction.


 


Section
4.7. The Indenture, this [First][Second] Supplemental Indenture, the Transaction Documents and the exhibits hereto and thereto set forth
the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings,
oral or written.


 






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Section
4.8. COUNTERPARTS. This [First][Second] Supplemental Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the same instrument.


 


Section
4.9. GOVERNING LAW. This [First][Second] Supplemental Indenture and the Indenture shall each 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 23 of the Notes, the Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The Borough of Manhattan, New York, 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 any Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect
on the Company’s obligations to such 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 such Holder or (ii) shall limit, or shall be deemed or construed to limit, any provision
of Section 23 of the Notes. 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 [FIRST][SECOND] SUPPLEMENTAL INDENTURE OR
ANY TRANSACTION CONTEMPLATED HEREBY.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this [First][Second] Supplemental Indenture to be duly executed on the date or dates
indicated in the acknowledgments and as of the day and year first above written.


 


	 	ONDAS HOLDINGS, INC.
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 



     


     


    

 





	 	WILMINGTON SAVINGS FUND SOCIETY, FSB,
    as Trustee
	 	 
	 	By:	
	 	 	Name:
	 	 	Title: