Exhibit 10.3


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of November 6, 2015, between Accelerated Pharma, Inc., a Delaware
corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and permitted assigns a “Purchaser” and collectively, the “Purchasers”).


 


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


 


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


 


ARTICLE I.


DEFINITIONS


 


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


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.15. “Action” shall have the meaning ascribed to such
term in Section 3.1(j).


 


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


 


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


 


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


 


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


 


“Closing Date”
means the Closing Date and is the Business Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount
at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in
each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof in the case
of the Closing.


 


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


 




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


 


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


 


“Company
Counsel” means Polsinelli PC, 161 N. Clark Avenue, Suite 4200, Chicago, IL 60601, Attn: James R. Asmussen, Esq., Fax:
(312) 276-4174.


 


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


 


“Conversion
Shares” means shares of the Company’s Common Stock issuable upon conversion of the Note and interest in accordance
with the terms of the Note.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“End
Date” shall have the meaning ascribed to such term in Section 4.9.


 


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.9.


 


“Escrow
Agreement” means the escrow agreement to be employed in connection with the sale of the Securities, a copy of which
is annexed hereto as Exhibit C.


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants
of the Company prior to and after the Closing Date in the amounts and on the terms set forth on Schedule 3.1(g),
(b) securities upon the exercise or exchange of or conversion of Securities issued hereunder (subject to adjustment for forward
and reverse stock splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities
and any term thereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the issue price, exercise price, exchange price or conversion price of such securities and which securities and the principal
terms thereof are set forth on Schedule 3.1(g), (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to
the equityholders of a Person) 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 be intended to provide to the Company substantial additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) securities issued
or issuable pursuant to this Agreement, the Note or the Warrants, or upon exercise or conversion of any such securities.


 


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


 


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


 




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


 


“Financial Statements”
means the financial information annexed hereto as Schedule 3.1 (h).


 


“Fully-Diluted
Basis” means the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.


 


“GAAP”
shall mean United States generally accepted accounting principals applied on a consistent


basis.


 


“Going Public
Event” shall have the meaning ascribed to such term in Section 4.13.


 


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


 


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


 


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


 


“Majority in
Interest” shall have the meaning ascribed to such term in Section 5.5.


 


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


 


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


 


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


 


“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 3.1 ( a).


 


“Notes” means the convertible
notes, in the form of Exhibit A hereto.


 


“OFAC”
shall have the meaning ascribed to such ten;; in •Section 3.1 (bb).


 


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


 


“Prior Offerings”
means the offering by the Company of convertible notes and common stock purchase warrants on substantially similar, but not identical
terms as this offering for which closings took place as of December 23, 2014 for gross proceeds to the Company of 3750,000, as
of May 8, 2015 for gross proceeds of 32,050,000 and as of June 11, 2015 for gross proceeds of $50,000.


 


“Prior Offering
Transaction Documents” means, collectively, the Prior Offering Securities Purchase Agreement, Prior Offering Note, Prior
Offering Warrant, and Prior Offering Security Agreement.


 


“Prior Offering
Note” means the convertible notes issued in connection with the Prior Offerings.


 


“Prior Offering
Purchasers” means the purchasers to the Prior Offerings.


 




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“Prior Offering
Securities Purchase Agreements” means the securities purchase agreements employed in connection with the Prior Offerings.


 


“Prior Offering
Security Agreement” means the Amended and Restated Security Agreement dated as of May 8, 2015 employed in connection
with the Prior Offerings, a copy of which is annexed hereto as Exhibit D.


 


“Prior Offering
Warrants” means the common stock purchase warrants issued in connection with the Prior Offerings.


 


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


 


“Public Company
Date” means not later than the 150th day after the Qualified Offering has been consummated.


 


“Purchaser Counsel”
shall mean Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.


 


“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.6.


 


“Qualified Offering”
means the first occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection
with which the Company receives not less than $5,000,000 of gross cash proceeds from the sale of Common Stock on or before March
31, 2016 by Palladium Capital Advisors, LLC pursuant to the terms of an investment banking agreement between the Company and Palladium
Capital Advisors, LLC, and thereafter by the Company or other placement agent until the Maturity Date (as defined in the Note)
accelerated or otherwise.


 


“Regulation D”
means Regulation D under the Securities Act.


 


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


 


“Required Minimum”
means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future
pursuant to the Transaction Documents, including but not limited to any Underlying Shares issuable upon conversion in full of
the Notes and the interest that could accrue through the term thereof and the Warrant Shares issuable upon exercise of the Warrants,
ignoring any conversion or exercise limits set forth therein.


 


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


 


“Second Waiver
and Consent” means the agreement entered into by the Company and the requisite Prior Offering Purchasers sufficient
to cause it to be binding on the Company and all of the Prior Purchasers in the form annexed hereto as Exhibit F.


 


“Securities”
means the Notes, the Warrants, and the Underlying Shares.


 


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


 




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“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company. Representations, undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries
which exist or have existed at the applicable and relevant time.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1. “Trading Day” means a day on which
the principal Trading Market is open for trading.


 


“Trading Market”
means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of
the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Escrow Agreement, the Prior Offering Security Agreement,
all exhibits and schedules thereto and hereto, the Second Waiver and Consent, and any other documents or agreements executed in
connection with the transactions contemplated hereunder.


 


“Transfer Agent”
means the transfer agent for the Common Stock, and any successor transfer agent of the Company. As of the Closing Date, the Company
is the Transfer Agent.


 


“Underlying Shares”
means the shares of Common Stock issued and issuable upon conversion of the Notes and payment of interest on the Notes in accordance
with the terms of the Notes and upon exercise of the Warrants in accordance with the terms of the Warrants.


 


“Variable Priced
Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.9.


 


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 4.9.


 


“Warrants”
means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Article II hereof, in the
form of Exhibit B attached hereto.


 


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


 




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ARTICLE II.


PURCHASE AND SALE


 


2.1   Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and
not jointly, agree to purchase, an aggregate of 5500,000 principal amount of Notes and Warrants as determined pursuant to
Section 2.2(a) (such purchase and sale being the “Closing”, Each Purchaser shall deliver to the Company
such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective Note and Warrants,
as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in
Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding
anything herein to the contrary, the Closing Date shall occur on or before November 6, 2015 (the “Termination
Date”). If the Closing is not held on or before the Termination Date, the Company shall cause all subscription
documents and funds to be returned, without interest or deduction to each prospective Purchaser.


 


2.2   Deliveries.


 


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


 


(i)      this
Agreement duly executed by the Company;


 


(ii)     a
Note with a principal amount equal to such Purchaser’s Subscription Amount registered in the name of such Purchaser;


 


(iii)    Warrants
registered in the names of such Purchaser with an aggregate exercise price equal to fifty percent (50%) of such Purchaser’s
Subscription Amount, subject to adjustment as provided therein;


 


(iv)    the
Escrow Agreement duly executed by the Company; and


 


(v)     the
Second Waiver and Consent signed by the Prior Offering Purchasers and Company.


 


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


 


(i)       this
Agreement duly executed by such Purchaser;


 


(ii)     such
Purchaser’s Subscription Amount by wire transfer or otherwise permitted under the Escrow Agreement, to the Escrow Agent;
and


 


(iii)    the
Escrow Agreement duly executed by such Purchaser.


 


2.3     Closing
Conditions.


 


(a)    The
obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:


 


(i)     the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 




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


 


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


 


(b)   The
respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(i)      the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date);


 


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


 


(iii)     the
Escrow Agent shall have received executed signature pages to this Agreement and aggregate Subscription Amount of $500,000 prior
to the Closing;


 


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


 


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


 


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


 


ARTICLE III.


REPRESENTATIONS AND
WARRANTIES


 


3.1   Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation made herein to which it refers and any other representation to the extent such
Disclosure Schedule reasonably relates thereto without a requirement of a cross-reference. The Company hereby makes the following
representations and warranties to each Purchaser as of the date hereof and each Closing Date unless as of a specific date therein
in which case they shall be accurate as of such date:


 


(a)   Subsidiaries.
All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein as of the date
of this Agreement are set forth on Schedule 3.1(a), The Company owns, directly or indirectly, all of the capital
stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of
capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities. If the Company has no Subsidiaries relevant to any component of this Agreement as of
a particular date, then such reference shall not be applicable.


 




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(b)   Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the
requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or
articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is
duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in:
(i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material
adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a
“Material Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


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


 


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


 




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(e)   Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or
other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than:
(i) the filing of Form D with the Commission, and (ii) such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).


 


(f)     Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying
Shares at least equal to the Required Minimum on the date hereof.


 


(g)   Capitalization.
The capitalization of the Company is as set forth in Schedule 3.1(0. Except as disclosed on Schedule 3.1(g),
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding
options, employee or incentive stock option plans warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
Except for the stock option plan annexed to Schedule 3.1(g) hereto, there is no stock option plan in effect as of the Closing
Date. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company
to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of
any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All
of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued
in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company
is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


(h)   Financial
Statements. Annexed hereto as Schedule 3.1(h) is financial information of the Company (“Financial
Statements”). The Financial Statements have not been prepared in accordance with GAAP. The Financial Statements fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject to normal, immaterial adjustments and
inclusion of footnotes which would be required pursuant to generally accepted accounting principles.


 


(i)     Material
Changes Undisclosed Events, Liabilities or Developments. Since the date of the Financial Statements except as disclosed
on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or
otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate.


 




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(j)    Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. At no time, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of
any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty.


 


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


 


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


 


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


 


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


 




    10 


     


    

 


(o)   Intellectual
Property.


 


(i)    The
term “Intellectual Property Rights” includes:


 


1.     the
name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks,
service marks, and applications of the Company and each Subsidiary (collectively, “Marks”);


 


2.     all
patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively,
“Patents”);


 


3.     all
copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);


 


4.     all
rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works”);


 


5.     all
know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology,
plans, drawings, and blue prints (collectively, “Trade Secrete”); owned, used, or licensed by the Company and each
Subsidiary as licensee or licensor; and


 


6.     the
license or right to directly or indirectly use any of the foregoing, whether perpetually or for a fixed term, whether or not subject
to defeasement, and whether or not reduced to writing or otherwise memorialized.


 


(ii)   Agreements.   Schedule
3.1(o) contains a complete and accurate list and description of all material Intellectual Property Rights and of all
contracts relating to the Intellectual Property Rights to which the Company is a party or by which the Company is bound, except
for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with
a value of less than $10,000 under which the Company is the licensee. There are no outstanding and, to Company’s knowledge,
no threatened disputes or disagreements with respect to any such agreement.


 


(iii)  Know-How
Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s
businesses as it is currently conducted or contemplated to be conducted. The Company is the owner of all right, title, and interest
in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities,
and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge,
no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which
the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone
other than of the Company.


 




    11 


     


    

 


(iv)  Patents.
The Company is the owner of or licensee of all right, title and interest in and to each of the Patents, free and clear of all
Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including
payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject
to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has been or is now
involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge: (1) there is
no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged
or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, no any process or know-how
used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other Person.


 


(v)  Trademarks.
The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens and other
adverse claims. .All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance
with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and
renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due
within ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation
and, to the Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge:
(1) there is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or
has been challenged or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company infringes
or is alleged to infringe any trade name, trademark, or service mark of any third party.


 


(vi)  Copyrights.
The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all Liens and other
adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are valid and
enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date of
the Closing. No Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in any way. To
the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright
of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been
marked with the proper copyright notice.


 


(vii)     Trade
Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its
Trade Secrets. The Company has good title and an absolute (but net necessarily exclusive) right to use the Trade Secrets. The
Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged,
or appropriated either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade Secret is
subject to any adverse claim or has been challenged or threatened in any way.


 


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


 




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(q)   Transactions
With Affiliates and Employees. Except as set forth in the Financial Statements and Transaction Documents, none of the officers
or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any
Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing_ for the furnishing of services to or by, providing
for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise
requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which
any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member
or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) except as disclosed on Schedule 3.1(g). A copy
of all employment agreements to which the Company and any Subsidiary are parties is annexed as Schedule 3.1 (q).


 


(r)    Certain
Fees. Except as set forth on Schedule 3.1(r), no brokerage, finder’s fees, commissions or due diligence
fees are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement
agent investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The
Purchasers shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section 3.1 (r) that may be due in connection with the transactions contemplated
by the Transaction Documents.


 


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


 


(t)    Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


 


(u)   Application
of Takeover Protections, As of the Closing Date, the Company will have taken all necessary action, if any, in order to render
inapplicable as of the Closing Date and thereafter any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation
(or similar charter documents) or the laws of the State of Delaware that is or could become applicable to the Purchasers as a
result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership
of the Securities.


 


(v)  Disclosure.
All of the disclosure  furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement,
when taken together as a whole, is true and correct in all material respects and does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has
made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in Section 3.2.


 




    13 


     


    

 


(w)   Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, and the Company’s good faith estimate
of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be
paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as
they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted
and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business
conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities
when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as
they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no
knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the
bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Company Financial Statements
and Schedule 3.1(0 set forth all outstanding liens secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 other than (i) trade accounts payable incurred
by the Company and its Subsidiaries in the ordinary course of business or (ii) debt financing from a licensed United States bank
regularly engaged in such lending activity, and (y) all guaranties, endorsements and other contingent obligations in respect of
indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, but excluding trade accounts payable incurred by the Company and its Subsidiaries in the ordinary
course of business; and (z) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized
in accordance with generally accepted accounting principles. Neither the Company nor any Subsidiary is in default with respect
to any Indebtedness.


 


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


 


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


 




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


 


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


 


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


 


(cc)   Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby.


 


(dd)  No
General Solicitation or Integration. To the best knowledge of the Company, neither the Company nor any person acting on behalf
of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. To the best
knowledge of the Company, the Company has offered the Securities for sale only to the Purchasers and certain other “accredited
investors” within the meaning of Rule 50: under the Securities Act.


 


(ee)  Indebtedness
and Seniority. As of the date hereof, all Indebtedness and Liens are as set forth on the Company Financial Statements and
Schedule 3.1(i). Except as set forth on the Company Financial Statements and Schedule 3,1(i), as of
the Closing Date, no Indebtedness, equity, Common Stock Equivalent is senior to the Notes in right of payment, whether with respect
to interest or upon liquidation or dissolution, or otherwise, and capital :ease obligations (which is senior only as to the proper’
covered thereby).


 




    15 


     


    

 


(ff)    FDA.
As to each product subject to the jurisdiction of the -U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product. a
“Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed,
sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations
relating to registration, investigational use, premarket clearance, licensor; or application approval, good manufacturing practices,
good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing
of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed
or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory
proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any
of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity,
which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing
or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its
approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional
materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company
or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes
to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges
any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in
the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company have been and are
being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company
has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product
proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing
for marketing any product being developed or proposed to be developed by the Company.


 


(gg)    No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 


(hh)    Other
Covered Persons. The Company is not aware of any person (other than Palladium Capital Advisors LLC) that has been or will
be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.


 


(ii)      Notice
of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person.


 


(jj)      Survival.
The foregoing representations and warranties shall survive the Closing Date.


 




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


 


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


 


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


 


(c)    Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it converts a Note or exercises any Warrants, it will be either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(S) under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule :44A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under
Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities.
Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. Such
Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit E (the “Investor
Questionnaire”). The information set forth on the signature pages hereto and the Investor Questionnaire regarding such
Purchaser is true and complete in all respects. Except as disclosed in the Investor Questionnaire, such Purchaser has had no position,
office or other material relationship within the past three years with the Company or Persons (as defined below) known to such
Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory Authority or an “associated
person” (as such term is defined under the FINRA Membership and Registration Rules Section 10:1).


 


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


 




    17 


     


    

 


(e)    Information
on Company. Purchasers are not deemed to have any knowledge of any information not included in the Financial Statements or
the Transaction Documents unless such information is delivered in the manner described in the next sentence. Each Purchaser was
afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives
of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
acquiring the Securities. In addition, such Purchaser may have received in writing from the Company such other information concerning
its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION
(such other information is collectively, the “Other Written Information”), and considered all factors such
Purchaser deems material in deciding on the advisability of investing in the Securities.


 


(f)     Compliance
with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered
under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and
agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g)    Communication
of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h)    No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)     No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents,
if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become
a default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.


 




    18 


     


    

 


(j)     Tax
Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Such Purchaser understands that it (and not the Company)
shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


(k)    Survival.
The foregoing representations and warranties shall survive the Closing Date.


 


3.3   Reliance.
The Company acknowledges and agrees that the representations contained in


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


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1   Transfer
Restrictions,


 


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


 


(b)    Legend.
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the
following form:


 


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


 




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The Company acknowledges
and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required
under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee,
secured party or pledgor shall be required in connection therewith. At such Purchaser’s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with
a pledge or transfer of the Securities.


 


(c)     Legend
Removal. Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section
4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act,
(ii) following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).
The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later
than tell (10) Business Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing
Underlying Shares issued with a restrictive legend (such tenth Business Day, the “Legend Removal Date”), together
with all representation letters, certificates and legal opinions required by the Transfer Agent, deliver or cause to be delivered
to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation
shall use reasonable best efforts to deliver such shares within seven (7) Business Days). The Company may not make any notation
on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section
4.


 


(d)     Resale
Requirements. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser
will sell the Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will
be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend
from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon
this understanding.


 


(e)     Remedies.
Commencing after the occurrence of a Going Public Event, in addition to such Purchaser’s other available remedies, the Company
shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares or
Warrant Shares delivered for removal of the restrictive legend and Conversion Shares delivered for conversion into Shares, $10
per Trading Day for each Trading Day following the Legend Removal Date or the date such Securities are to be delivered pursuant
to the Note until such Common Stock certificate is delivered without a legend pursuant to Section 4.1(c) or such Conversion Shares.
Nothing herein shall limit such Purchaser’s right to elect in lieu of the aforedescribed liquidated damages to pursue actual
damages for the Company’s failure to deliver certificates representing any Underlying Shares as required by the Transaction
Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief.


 


(f)     Injunction.
In the event a Purchaser shall request delivery of Securities as described in this Section 4.1 or Common Stock pursuant to the
Note and the Company is required to deliver such Securities, the Company may not refuse to deliver Securities based on any claim
that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations
under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on
notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by the Company and
the Company has posted a surety bond for the benefit of such Purchaser in the amount of 120% of the amount of the aggregate purchase
price of the Securities intended to be subject to the injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Purchaser to
the extent Purchaser obtains judgment in Purchaser’s favor.


 




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(g)    Buy-In.
In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Securities as required
pursuant to this Agreement or the Note and after the Legend Removal Date or required delivery date pursuant to the Note the Purchaser,
or a broker on the Purchaser’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by such Purchaser of the shares of Common Stock which the Purchaser was entitled to receive
in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Purchaser
(in addition to any remedies available to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate
purchase price of the shares of Common Stock delivered to the Company for reissuance as unlegended Shares or as are required to
be delivered pursuant to the Note, as the case may be, together with interest thereon at a rate of 15% per annum accruing until
such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).
For example, if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to $10,000 of purchase price of Shares delivered to the Company for reissuance as unlegended shares, the Company shall be required
to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts
payable to the Purchaser in respect of the Buy-In.


 


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


 


4.3   Furnishing
of Information.


 


(a)     The
Company covenants and agrees with the Purchaser that until the Going Public Event, the Company shall deliver to the Purchaser:
(i) for each of its first three fiscal quarters unaudited quarterly financial statements within 75 days after each quarter-end,
(ii) subject to Section 4.3(b), annual audited financial statements prepared according to GAAP within 120 days of year-end, and
(iii) copies of any documents or data furnished to the Company’s stockholders in their capacity as Company stockholders
regarding the Company or its affairs, simultaneously with the furnishing of such documents or data to such stockholders. The foregoing
obligations will be deemed satisfied if such financial statements have been filed with the Commission and are available on the
EDGAR system.


 


(b)     Not
later than November 30, 2015, the Company will provide to the Purchasers audited financial statements prepared according to GAAP
by an auditing firm registered with the PCAOB, for the then most recent fiscal year and unaudited stub period financial statements
in form and substance sufficient to meet the minimum requirements for filing with the Commission pursuant to Regulation S-X and
Form S-1 or Form 10.


 


(c)     For
so long as the Notes and Prior Offering Notes remain outstanding the Company shall engage a consultant (the “Consultant”)
pursuant to the terms of a consulting agreement, the form of which is annexed hereto as Exhibit C. The Company will be
responsible to compensate Consultant pursuant to the terms of the consulting agreement.


 




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4.4   Conversion
and Exercise Procedures. Each of the form of Notice of Conversion attached to the Note and form of Notice of Exercise included
in the Warrants sets forth the totality of the procedures required of the Purchasers in order to convert the Note or exercise
the Warrant, No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their
Note or exercise their Warrants. The Company shall honor conversions of the Note and exercises of the Warrants and shall deliver
Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents,


 


4.5   Use
of Proceeds. The proceeds of the offering will be employed by the Company substantially for the purposes set forth or, Schedule
4.5.


 


4.6   Indemnification
of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section :5 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
persons (each. a “Purchaser Part”) harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating
to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or
in the other Transaction Documents or (b) any action instituted against Purchaser Parties in any capacity, or any of them or
their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such
Purchaser Party’s representations) warranties or covenants under the Transaction -Documents or any
agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser
Party of state or federal securities laws or any conduct by such Purchaser Part” which constitutes fraud, gross
negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party
except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action
there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company
and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for
any settlement by a Purchaser Parry effected without the Company’s prior written consent, which shall not be
unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is
attributable to any Purchaser Party’s breach of its representations, warranties or covenants under the Transaction
Documents. The indemnification required by this Section 4.6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or
others and any liabilities the Company may be subject to pursuant to law


 




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4.7   Reservation
and Listing of Securities


 


(a)     The
Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill  its obligations in full under the Transaction Documents, but
not less than the Required Minimum.


 


(b)    If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Co—on Stock is less than the Required
Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to
increase the number of authorized but unissued shares of Common Stock to at :east the Required Minimum at such time, as soon as
possible and in any event not later than the 60th day after such date. The Company may increase its authorized capital
to 300,000,000 shares of Common Stock and 20,000,000 shares of blank check preferred stock; with no change in per share par value.


 


4.5   Form
  D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under
Regulation 0 and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the
Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale
to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United
States, and shall provide evidence of such actions promptly upon request of any Purchaser.


 


4.9   Subsequent
Equity Sales. Except in connection with the Securities offered in this Agreement or a Qualified Offering, without prior
written approval from Purchaser, until the later to occur of: (i) a Going Public Event, and (ii) June : , 2017 (“End
Date”). front the date hereof until the End Date, the Company will not, without the consent of the Purchasers,
enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any common stock, floating or
Variable Priced Equity Linked instruments nor any of the foregoing or equity with price reset rights (subject to adjustment
for stock splits, distributions, dividends, recapitalizations and the like) (collectively, the “Variable Rate
Transaction”). For purposes hereof, “Equity Line of Credit” shall include any transaction
involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to
“put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or price
formula. and “Variable Priced Equity Linked Instruments” shall include: (A) any debt or equity securities
which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock
either (I) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with
a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the
initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock
since date of initial issuance, and (B) any amortizing convertible security which amortizes prior to its maturity date, where
the Company is required or has the option to (or any investor in such transaction has the option to require the Company to)
make such amortization payments  in shares of Common Stock which are valued at a price that is based upon and/or varies with
the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security
(whether or not such payments in stock are subject to certain equity conditions). For purposes of determining the
total consideration for a convertible instrument (including a right to purchase equity of the Company) issued, subject to an
original issue or similar discount or which principal amount is directly or indirectly increased after issuance, the
consideration will be deemed to be the actual cash amount received by the Company in consideration of the original issuance
of such convertible instrument.


 




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


 


4.11   Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities.


 


4.12   Maintenance
of Property and Insurance. Until the End Date, the Company shall keep all of its property, which is necessary or useful to
the conduct of its business, in good working order and condition, ordinary wear and tear excepted. Until the End Date, the Company
will maintain insurance coverage of the type and not less than the amount in effect as of the Closing Date.


 


4.13    Going
Public Event. On or before the Public Company Date, the Company (i) will, subject to the approval of a Majority in Interest,
consummate a merger or business combination with a company that has a class of equity subject to the reporting requirements of
Section 13 or I5(d) under the Exchange Act, or (ii) file a registration statement on Form S-1 or Form 10, for the purpose of having
the class of Common Stock comprising the Underlying Shares subject to the reporting requirements of Section 13 or 15(d) under
the Exchange Act. The Company having the same class of equity as the Underlying Shares subject to the reporting requirements of
Section 13 or 15(d) is referred to herein as the “Going Public Event”. The Company will cause the Going
Public Event to occur on or before the Public Company Date.


 


4.14  Preservation
of Corporate Existence. Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a
whole.


 


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


 


4.16   Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company,
the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 




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4.17    Security
Interest. The Prior Offering Purchasers were granted a security interest in assets of the Company pursuant to the Amended
and Restated Security Agreement. The Amended and Restated Security Agreement is hereby amended to include the Purchasers and the
Company agrees that the Purchasers are hereby made parties to the Amended and Restated Security Agreement as Secured Parties therein,
the Purchasers Notes and all amounts owing to them at any time derived from the Notes in the same manner as Obligations arising
under the Prior Notes are included in the definition “Obligations under the Amended and Restated Security Agreement, and
their interests in the Obligations are pari pasu in proportion to their specific Obligation amounts and of equal priority with
the other components of the Obligations. The Company will execute such other agreements, documents and financing statements reasonably
requested by the Purchasers and Collateral Agent under the Amended and Restated Security Agreement to memorialize and further
protect the security interest described herein, which will be filed at the Company’s expense with the jurisdictions, states
and counties designated by the Purchasers. The Company will also execute all such documents reasonably necessary in the opinion
of Collateral Agent to memorialize and further protect the security interest described herein. The Purchaser’s execution
of this Agreement shall be deemed to be such Purchaser’s execution, entry into and agreement to be bound by the Amended
and Restated Security Agreement as if such Purchaser executed the signature page thereto as of the date such Purchaser executed
the signature page to this Agreement.


 


ARTICLE V.


MISCELLANEOUS


 


5.1     Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before November 6,2015; provided, however, that such termination will not affect
the right of any party to sue for any breach by any other party (or parties).


 


5.2     Fees
and Expenses. Except as expressly set forth on  Schedule 3.1(r), each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees,
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. The Company
agrees to pay pursuant to the Escrow Agreement reasonable legal and Escrow Agent fees of G&M, counsel to some of the Purchasers,
in the amount of $10,000, incurred in connection with the negotiation, preparation, execution and delivery of the Transaction
Documents.


 


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


 




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5.4     Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such parry shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (5) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to: Accelerated Pharma, Inc., I5W155 81’ Street,
Burr Ridge, IL 60527, Attn: Michael Fonstein, Chief Executive Officer, facsimile: (630)325-4179, with a copy by fax only to (which
shall not constitute notice): Polsinel1i PC, 161 N. Clark Avenue, Suite 4200, Chicago, IL 60601, Attn: James R. Asmussen, Esq.,
facsimile: (312) 276-4174, and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto,
with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley
Stream, New York 11581, Attn: Edward M. Grushko, Esq., facsimile: (2:2) 697-3575.


 


5.5     Amendments;
Waivers, Except with respect to the Prior Offering Security Agreement, no provision of this Agreement nor any other Transaction
Document may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment,
by the Company and the Purchasers holding at least a majority in interest (“Majority in Interest”) of
the component of the affected Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of
any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement nor any other Transaction Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement thereof, nor shall any delay or omission of any party to
exercise any right thereunder in any manner impair the exercise of any such right. For purposes of determining a Majority in Interest
with respect to the Notes and Prior Offering Notes issued as of May 8, 2015 and June 11, 2015, the holders of Notes and the Prior
Notes issued as of May 8, 2015 and June 11, 2015 shall be aggregated. A Majority in Interest with respect to the Prior Offering
Security Agreement shall mean a majority based on the aggregate of the Purchasers and Prior Offering Purchasers.


 


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


 


5.7     Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Following the Closing, any Purchaser may assign, on ten (10) Business Day prior notice
any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided
that such transferee agrees in writing to be bound with respect to the transferred Securities by the provisions of the Transaction
Documents that apply to the .”Purchasers” and is able to make each and every representation made by Purchasers in
this Agreement. No assignment by a Purchaser will be allowed if the result would be an increase in the number of actual or beneficial
owners of the assigned securities.


 


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


 




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


 


5.10     Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


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


 


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


 




    27 


     


    

 


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


 


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


 


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


 


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


 


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


 




    28 


     


    

 


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


 


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


 


5.20    
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.21   
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.22     Equitable
Adjustment. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be
equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described
in this Agreement and Warrants.


 


(Signature Pages Follow)


 




    29 


     


    

 


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


 


	ACCELERATED PHARMA.,1NC.	Address
    for Notice:
	 	 
	 	15W155 81’ Street 

    Burr Ridge, IL 60527 

    Fax: (630) 325-4179


 


	By:	/s/
    Michael Fonstein	 
	 	Name: Michael Fonstein	 
	 	Title: Chief Executive Officer	 


 


With a copy to (which shall not constitute notice):


 


Polsinelli PC


161 N. Clark Avenue, Suite 4200


Chicago, IL 60601


Attn: James R. Asmussen, Esq.


Fax: (312) 276-4174


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    30 


     


    






 


EXHIBITS AND SCHEDULES


 


	Exhibit A	Form of Note
	Exhibit B	Form of Warrant
	Exhibit C	Escrow Agreement
	Exhibit D	Security Agreement
	Exhibit E	Form of Investor Questionnaire
	Exhibit F	Second Waiver and Consent


 


Schedule 3 .1(a)


Schedule 3.1(g)


Schedule 3.1(h)


Schedule 3.1(i)


Schedule 3.1(o)


Schedule 3.1(q)


Schedule 3.1(r)


Schedc:e 4.5


 




    31 


     


    

 


Exhibit A


Form of Note





 


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


 


Original Issue Date: May 8, 2015


 


Principal Amount:


 


Original Conversion Price (subject to adjustment herein):
$13.76


 


SECURED CONVERTIBLE NOTE

DUE NOVEMBER 8, 2016


 


THIS CONVERTIBLE NOTE
is one of a series of duly authorized and validly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the
“Borrower”), having its principal place of business at 15W155 81” Street, Burr Ridge, IL 60527, Fax:
(630) 325-4179, due November 8, 2016 (this note, the “Note” and, collectively with the other notes of
such series, the “Notes”).


 


FOR VALUE RECEIVED,
Borrower promises to pay to [________], or its registered assigns (the “Holder”), 16 Boxwood Lane,
Lawrence, New York 11559, or shall have paid pursuant to the terms hereunder, the principal sum of [________]on November 8, 2016 (the “Maturity Date”) or such earlier date as this Note is required or permitted
to be repaid as provided hereunder, and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding
principal amount of this Note in accordance with the provisions hereof.


 


The Holder of this Note has been granted
a security interest in assets of Borrower.


 


This Note is subject to the following additional
provisions:


 


Section 1.          Definitions.
For the purposes hereof; in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 




    A-1 


     


    

  


“Alternate
Consideration” shall have the meaning set forth in Section 5(d).


 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof; (b) there is commenced against Borrower or any
Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof
makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof; by
any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any
corporate or other action for the purpose of effecting any of the foregoing.


 


“Base
Conversion Price” shall have the meaning set forth in Section 5(b).


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“Change
of Control Transaction” means, other than by means of conversion or exercise of the Notes and the Securities issued together
with the Notes, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting
securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates
with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower sells or
transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at
one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by
a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who
are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority
of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement
to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


  


“Conversion
Shares” means, collectively, the shares of Common Stock issued and issuable upon conversion of this Note and interest
in accordance with the terms hereof


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(b).


 






    A-2 


     


    

 


“Dilutive
Issuance Notice” shall have the meaning set forth hi Section 5(b).


 


“Effective
Date” means the earliest of the date that (a) a registration statement has been declared effective by the Commission
registering for public resale by the holders thereof, of a:1 of the Underlying Shares, or (b) all of the Underlying Shares have
been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Borrower to be in compliance
with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions and Borrower's
counsel has delivered to the Transfer Agent of the Registrable Securities Default a standing written unqualified opinion that resales
may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance
reasonably acceptable to such holders.


 


“Equity
Conditions” means, during the period in question, (a) Borrower shall have duly honored all conversions scheduled to occur
or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required,
if any, (b) Borrower shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of this
Note and the other Transaction Documents, (c) from an after the occurrence of a Going Public Event, (i) there is an effective registration
statement pursuant to which the Holders are permitted to utilize the prospectus thereunder to resell all of the Underlying Shares
(and Borrower believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), or (ii)
all of the Underlying Shares (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without
volume or manner-of-sale restrictions or current public information requirements as confirmed by counsel to Borrower in a written
opinion letter to such effect, addressed and acceptable to the Borrower's Transfer Agent and the affected Holders, (d) the Common
Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted
for trading on such Trading Market (and Borrower believes, in good faith, that trading of the Common Stock on a Trading Market
will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise
unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f)
an Event of Default has not occurred, whether or not such Event of Default has been cured, (g) there is no existing event which,
with the passage of time or the giving of notice, would constitute an Event of Default, (h) the issuance of the shares in question
to the applicable Holder would not exceed the Beneficial Ownership Limitation, (i) there has been no public announcement of a pending
or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (j) the applicable Holder
is not in possession of any information provided by Borrower that constitutes, or may constitute, material non-public information.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Fully-Diluted
Basis” shall mean the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.


  


“Fundamental
Transaction” shall have the meaning set forth in Section 5(e).


 


“Interest
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Interest
Share Amount” shall have meaning set forth in Section 2(a).


 






    A-3 


     


    

 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note divided by the
Conversion Price in effect on the date the Mandatory Amount is either (A) demanded (if demand or notice is required to cause an
Event of Default) or otherwise due or (B) paid in full, whichever date has a lower Conversion Price, multiplied by the highest
daily \TWAY from the date the Mandatory Default Amount is demanded or otherwise due and until it is paid in full, or (ii) 125%
of the outstanding principal amount of this Note and (b) all other amounts, costs, expenses and liquidated damages due in respect
of this Note.


 


“New
York Courts” shall have the meaning set forth in Section 9(d).


 


“Note
Register” shall have the meaning set forth in Section 2(c).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Other
Holders” means holders of Other Notes.


 


“Other
Notes” means Notes nearly identical to this Note issued to other Holders pursuant to the Purchase Agreement.


 


“Permitted
Indebtedness” means (x) any liabilities for borrowed money or amounts owed not in excess of $100,000 in the aggregate
(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company's consolidated
balance sheet (or the notes thereto) not affecting more than $100,000 in the aggregate, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of
any lease payments not in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company
nor any Subsidiary is in default with respect to any Indebtedness.


   


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of Borrower) have
been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of Borrower's business,
such as carriers', warehousemen's and mechanics' Liens, statutory landlords' Liens, and other similar Liens arising in the ordinary
course of Borrower's business, and which (x) do not individually or in the aggregate materially detract from the value of such
property or assets or materially impair the use thereof in the operation of the business of Borrower and its consolidated Subsidiaries
or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable
future the forfeiture or sale of the property or asset subject to such Lien, and (c) Liens incurred prior to the Closing Date in
connection with Permitted Indebtedness under clauses (x), (y) thereunder, and Liens incurred in connection with Permitted Indebtedness
under clause (c) thereunder, provided that such Liens are not secured by assets of Borrower or its Subsidiaries other than the
assets so acquired or leased.


 


“Prior
Note Holders” means holders of Prior Notes.


 






    A-4 


     


    

 


“Prior
Offering” means the offering by the Borrower of convertible notes and common stock purchase wan-ants on substantially
similar, but not identical terms as this offering for which a closing took place on December 23, 2014 for gross proceeds to the
Borrower of $1,000,000.


 


“Prior
Offering Notes” means convertible notes employed in connection with the Prior Offering.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of April ___, 2015 among Borrower and the original
Holders, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


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


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the Nasdaq markets or exchanges is not
a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC
Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the
Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock
on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to Borrower, the fees
and expenses of which shall be paid by Borrower.


  


Section 2.          Interest.


 


a)        Interest
in Cash or in Kind. Holders shall be entitled to receive, and Borrower shall pay, cumulative interest on the outstanding principal
amount of this Note compounded monthly at the annual rate of 7% (as subject to increase as set forth in this Note) from the Original
Issue Date through the Maturity Date. Interest shall be payable on the first day of each calendar month commencing June 1, 2015
and on the Maturity Date (each an “Interest Payment Date”) (if any Interest Payment Date is not a Trading Day,
the applicable payment shall be due on the next succeeding Trading Day) in cash or at the election of the Borrower, such interest
may be paid in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, or a combination thereof
(the amount to be paid in shares of Common Stock, the “Interest Share Amount”). The Interest Share Amount will
be determined by dividing the amount of interest on the subject interest Payment Date by the Conversion Price in effect on such
date. The Holders shall have the same rights and remedies with respect to the delivery of any such shares as if such shares were
being issued pursuant to Section 6. Borrower may not pay interest by delivery of Common Stock without the consent of the Holder
in the event that the Equity Conditions (excluding Equity Conditions (c), (d), (f) provided such Event of Default has been cured,
(i) and (j)) are not in effect on each day from the relevant Interest Payment Date through the date the Interest Share Amount
is delivered to the Holder. The Holder may elect to receive the Interest Share Amount in lieu of cash by notifying Borrower at
least 5 calendar days prior to the relevant Interest Payment Date. Borrower may not pay any Interest Share Amount in excess of
the Beneficial Ownership Limitation when applicable, unless waived by Holder.


 



    A-5 


     


    

 


b)        Payment Grace
Period. The Borrower shall not have any grace period to pay any monetary amounts due under this Note except as set forth in
Section 8(a)(i).


 


c)        Conversion Privileges.
The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date hereof and until the
Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full on the Maturity Date,
unless previously converted into Common Stock in accordance with Section 4 hereof.


 


d)        Application
of Payments. Interest on this Note shall be calculated on the basis of a 360-day year and twelve 30 day months. Payments made
in connection with this Note shall be applied first to amounts due hereunder other than principal and interest, thereafter to interest
and finally to principal.


 


e)        Pari Passu.
Except as otherwise set forth herein, all payments made on this Note, the Other Notes and Prior Offering Notes and all actions
taken by the Borrower with respect to this Note, the Other Notes and Prior Offering Notes, including but not limited to Mandatory
Conversion if such action may or must be taken with respect to this Note, Other Notes or Prior Offering Notes, shall be made and
taken pari passu with respect to this Note, the Other Notes and Prior Offering Notes. Notwithstanding anything to the contrary
contained herein or in the Transaction Documents, it shall not be considered non-pari passu for a Holder, Other Holder or Prior
Note Holder to elect to receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares
of Common Stock to such electing Holder, Other Holder or Prior Offering Note Holder.


 


f)         Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable
at the Holder's offices as designated above in lawful money of the United States of America in immediately available funds without
set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment
pursuant to the assignee's instructions upon receipt of written notice thereof. Except as set forth herein, this Note may not be
prepaid or mandatorily converted without the consent of the Holder.


  


Section 3.          Registration
of Transfers and Exchanges.


 


a)        Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b)        Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth
in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


c)        Reliance
on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such agent shall
be affected by notice to the contrary.


 






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Section 4.          Conversion.


 


a)        Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the
conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice
of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying
therein the principal amount and interest, if any, of this Note to be converted and the date on which such conversion shall be
effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note
has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in
an amount equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted
and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within three (3) Trading Days
of delivery of such Notice of Conversion. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that,
by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal
amount of this Note may be less than the amount stated on the face hereof.


 


b)        Conversion
Price. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be
$13.76, subject to adjustment herein (the “Conversion Price”).


 


c)        Mechanics of
Conversion.


 


i.            Conversion
Shares Issuable Upon Conversion. The number of Conversion Shares issuable upon a conversion hereunder shall be determined
by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and/or interest elected
by the Holder or Borrower to be converted by (y) the Conversion Price.


  


ii.           Delivery
of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery
Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the
Conversion Shares which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions (other
than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon
the conversion of this Note. On or after the Effective Date, Borrower shall use its best efforts to deliver any certificate or
certificates required to be delivered by Borrower under this Section 4(c) electronically through the Depository Trust Company
or another established clearing corporation performing similar functions.


 


iii.          Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event
Borrower shall promptly return to the Holder any original Note delivered to Borrower and the Holder shall promptly return to Borrower
the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.


 






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iv.         Obligation
Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower
to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall
not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this Note
shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on any claim
that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any
other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of
this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the amount of
123% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until
the completion of arbitration/litigation of the underlying dispute arid the proceeds of which shall be payable to the Holder to
the extent it obtains judgment. In the absence of such injunction, Bon-omit shall issue Conversion Shares or, if applicable, cash,
upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, Borrower shall pay to the Holder, in cash, as liquidated damages and not
as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day for each Trading Day after such Share Delivery
Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder's right to pursue
actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower's failure to deliver Conversion Shares
within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such
rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


  


v.          Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder or Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion
relating to such Share Delivery Date (a “Buy-In”), then Borrower shall (A) pay in cash to the Holder (in addition
to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder's total purchase price
(including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of
shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale
price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B)
at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of
the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued if Borrower had timely complied with its delivery requirements under Section 4(c)(ii).
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence,
Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to Borrower's failure to timely deliver certificates representing
shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 






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vi.         Reservation
of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided, free from
preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the
Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth
in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion
of the then outstanding principal amount of this Note and interest which has accrued and would accrue on such principal amount,
assuming such principal amount was not converted through the Maturity Date. Borrower covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.


  


vii.        Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled
to purchase upon such conversion, Borrower shall at its election, either pay a cash adjustment in respect of such final fraction
in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.


 


viii.       Transfer
Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without
charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note
so converted and Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting
the issuance thereof shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower
that such tax has been paid. Borrower shall pay all transfer agent fees required for same-day processing of any Notice of Conversion.


 






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d)        Holder's Conversion
Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion
of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder
(together with the Holder's Affiliates, and any Persons acting as a group together with the Holder or any of the Holder's Affiliates)
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of
Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, any other Notes or the Warrants) beneficially owned by the Holder or any of its Affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation
contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities
owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole
discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder's determination of whether
this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal
amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this
restriction, the Holder will be deemed to represent to Borrower each time it delivers a Notice of Conversion that such Notice of
Conversion has not violated the restrictions set forth in this paragraph and Borrower shall have no obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as stated in the most recent of the following: (i) Borrower's most recent periodic or annual report filed
with the Commission, as the case may be, (ii) a more recent public announcement by Borrower, or (iii) a more recent written notice
by Borrower or Borrower's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral
request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the Holder the number of shares of
Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates since the date as
of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation
at any time and the Holder, upon not less than 61 days' prior notice to Borrower, may increase the Beneficial Ownership Limitation
provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this
Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such
increase will not be effective until the 61'1 day after such notice is delivered to Borrower. The Beneficial Ownership Limitation
provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. The limitation
contained in this paragraph shall apply only from and after the occurrence of a Going Public Event.


  


Section 5.          Certain
Adjustments.


 


a)        Stock
Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Notes), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of Borrower, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of Borrower) outstanding immediately before such event,
and of which the denominator shall he the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 






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b)        Subsequent
Equity Sales. If at any time while this Debenture is outstanding, the Company or any Subsidiary, as applicable, sells or grants
any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant
or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire
shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued
in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower
than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the
Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment shall be made
whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be made under
this Section 5(b) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction despite the prohibition
set forth in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the
lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Holder in
writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this
Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or
not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such
Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice of Conversion.


  


c)        Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section (5) above, if at any time Borrower grants, issues or
sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”). then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the gram, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder's right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to
such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such
Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Beneficial Ownership Limitation).


 






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d)        Pro
Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise
(including, without :imitation, any distribution of cash, stock or other securities, properly or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shah be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shah be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding- the Beneficial Ownership Limitation).


  


e)        Fundamental
Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more related
transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) Borrower, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory, share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, (v) Borrower, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including, any shares of Common Stock held by the other Person or other Persons making
or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or
other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of Borrower, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior
to such Fundamental Transaction (without regard to any limitation in Section 4(d) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor
entity in a Fundamental Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume
in writing al: of the obligations of Borrower under this Note and the other Transaction Documents (as defined in the Purchase
Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall,
at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number
of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note) prior to such Fundamental
Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capita: stock (but taking
into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares
of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic
value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed
to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the
other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the other Transaction
Documents with the same effect as if such Successor Entity had been named as Borrower herein.


 




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f)         Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


g)        Notice
to the Holder.


 


i.          Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.         Notice
to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all
or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose
of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note
Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that toe failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. After the occurrence of a Going Public Event, to the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form S-K. The Holder shall remain entitled to convert this
Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.


 




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Section 6.          Exchange.


 


a)        Mandatory Exchange.
Provided an Event of Default has not occurred, unless waived by Holder or a Majority in interest of Holders, then upon the occurrence
of a Qualified Offering the outstanding principal amount of this Note shall be deemed a subscription to such Qualified Offering
and shall be deemed paid upon the closing of such Qualified Offering. In connection With such Qualified Offering the Holder shall
be entitled to and will receive all the rights and benefits granted to and available to all of the subscribers to the Qualified
Offering. The Holder and Borrower will enter into and exchange such agreements and documents as are entered into and exchanged
by other investors in the Qualified Offering The principal amount of this Note when and if applied as a subscription to the Qualified
Offering shall not be included in the minimum dollar


 


b)        Optional Exchange.
For so long as this Note remains outstanding, except in connection with an Exempt Issuance, the Holder shall have the right to
participate in any offering of the Borrower's Common Stock or Common Stock Equivalents on the same terms and conditions as any
other subscriber, investor or participant in such offering and apply all or some of the amounts outstanding on this Note as payment
for the securities to be acquired pursuant to such other offering.


 


Section 7.          Negative
Covenants. As long as any portion of this Note remains outstanding, unless the holders of at least 51% in principal amount
of the then outstanding Notes shall have otherwise given prior written consent, except with respect to the Prior Offering Transaction
Documents, provided Section 2(e) of this Note, if applicable, is complied with, Borrower shall not, and shall not permit any of
the Subsidiaries to, directly or indirectly:


 


a)        except
in connection with a Qualified Offering, other than Permitted Indebtedness; enter into, create, incur, assume, guarantee or suffer
to exist any Indebtedness;


 


b)        except
in connection with a Qualified Offering, other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens
of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any
income or profits therefrom:


 






    A-14 


     


    

 


c)        amend
its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially
and adversely affects any rights of' the El older;


 


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


  


e)        redeem,
decease, repurchase, repay or make any payments in respect of by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness
(other than the Notes if on a pro-rata basis), whether by way of payment in respect of principal of (or premium, if an)') or interest
on, such Indebtedness;


 


f)         pay
cash dividends or distributions on any equity securities of Borrower;


 


g)        enter
into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm's-length basis and expressly approved by a majority of the disinterested directors of
Borrower (even if less than a quorum otherwise required for board approval);


 


h)        enter
into any agreement with respect to any of the foregoing.


 


Section 8.          Events
of Default.


 


a)        “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


i.            any
default in the payment of (A) the principal or interest amounts of any Note which default is not cured within Eve (5) business
days or (E3) liquidated damages and other amounts owing to a Holder on any Note, as and when the same shall become due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of a default
under clause (B) above, is not cured within 10 calendar days after Borrower has become or should have become aware of such default;


 


ii.           Borrower
shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by Borrower of its
obligations to deliver shares of Common Stock to the 1 [older upon conversion, which breach is addressed in clause (x) below) which
failure is not cured, if possible to cure, within the earlier to occur of (A) 10 Trading Days after notice of such failure sent
by the Holder or by any Other Holder to Borrower and (B) 10 Trading Days after Borrower has become or should have become aware
of such failure;


 


iii.          a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents, including but not limited to failure to strictly comply with the provisions
of the Warrants, or (B) any other material agreement, lease, document or instrument to which Borrower or any Subsidiary is obligated
(and not covered by clause (vi) below);


 


iv.         any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant here to or thereto
or any report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or incorrect
in any material respect as of the date ‘'hen made or deemed made;


 




    A-15 


     


    

  


v.          Borrower
or any Subsidiary shall be subject to a Bankruptcy Event;


 


vi.         Borrower
or any Subsidiary shall default on any of its obligations under any Indebtedness;


 


vii.        Except
in connection with a Qualified Offering, Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in excess of
30% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of
Control Transaction);


 


viii.       Subsequent
to 90 days after a Going Public Event, Borrower does not meet the current public information requirements under Rule 144;


 


ix.          Borrower
shall fail for any reason to deliver certificates to a Holder prior to the tenth Trading Day after a Conversion Date pursuant to
Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of Borrower's
intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


x.           any
Person shall breach any agreement delivered to the initial Holders pursuant to Section 2.2 or 2.5 of the Purchase Agreement;


 


xi.          any
monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $50,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 90 calendar days;


 


xii.         any
dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business;


 


xiii.        cessation
of operations by Borrower or a material Subsidiary;


 


xiv.        The
failure by Borrower or any material Subsidiary to maintain any material intellectual property rights, personal, real property, equipment, leases or other assets which are necessary to conduct
its business (whether now or in the future) and such breach is not cured with twenty (20) days after written notice to the Borrower
from the Holder;


 


xv.         Subsequent
to 120 days after a Going Public Event, an event resulting in the Common Stock not being listed or quoted on a Trading Market,
or notification from a Trading Market that the Borrower is not in compliance with the conditions for such continued quotation and
such non-compliance continues for twenty (20) days following such notification;


 


xvi.        a
Commission or judicial stop trade order or suspension from its Principal Trading Market;


 


xvii.       XVII.  a
failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms
of this Note or any other Transaction Document;


 






    A-16 


     


    

 


xviii.      a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and
Holder are parties, or the occurrence of an even: of default under any such other agreement to which Borrower and Holder are parties
which is not cured after any required notice and/or cure period;


  


xix.        the
occurrence or an Event of Default under any Other Note or Prior Offering Note; or


 


xx.         any
material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested
by Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or
Holder, seeking to establish the invalidity or unenforceabiIity thereof, or Borrower shall deny in writing that it has any liability
or obligation purported to be created under any Transaction Document.


 


b)        Remedies
Upon Event of Default. Fundamental Transaction and Change of Control Transaction. If any Event of Default or except in connection
with a Qualified Offering, a Fundamental Transaction or a Change of Control Transaction occurs, the outstanding principal amount
of this Note, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at
the Holder's election, immediately due and payable in cash, Commencing on the Maturity Date and also five (5) days after the occurrence
of any Event of Default, interest on this Note shall accrue at an interest rate equal to the lesser of :5% per annum or the maximum
rate permitted under applicable law. In connection with such acceleration described herein, the Holder need no: provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration
of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable
law, Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shah have
all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 8(b).
No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


Section 9.          Security
Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Holder pursuant to a Security
Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy
or insolvency law be commenced by or against the Borrower or a Subsidiary, or if any of the Collateral (as defined in the Security
Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among
other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower
or a Subsidiary and Holder are parties (collectively, “Loan Documents”) and/or applicable law, an order from
the court granting immediate relief 5-om the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise
all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT
OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERI\'IORE, TEE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER
11 U.S.C SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11
U.S.C SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF
ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief
from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and,
further, agrees not to file any opposition to any motion for relief from stay filed by the Holder, The Borrower represents, acknowledges
and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to
the terms of the loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and
agrees that is waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf
of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity
to by represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel
selected by the Borrower and that the Borrower has discussed this waiver with counsel.


 




    A-17 


     


    

  


Section 10.        Miscellaneous.


 


a)        Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a Trading Day during normal business hours where such notice
is to be received), or the first Trading Day following such delivery (if delivered other than on a Trading Day during normal business
hours where such notice is to be received) or (b) on the second Trading Day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to Borrower, to: Accelerated Pharma, Inc., 15W155 81” Street, Burr Ridge, LL 60527,
Ann: Michael Fonstein, Chief Executive Officer, facsimile: (630) 325-4179, with a copy by fax only to (which shall not constitute
notice): Polsinelli PC, 161 N. Clark Avenue, Suite 4200, Chicago, IL 60601, Attn: James R. Asmussen, Esq., facsimile: (312) 276-4174,
and (ii) if to the Holder, to: the address and fax number indicated on the front page of this Note, with an additional copy by
fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581,
Attn: Edward M. Grushko, Esq., facsimile: (212) 697-3575.


 


b)        Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this
Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower.
This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


c)        Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.


 




    A-18 


     


    

  


d)        Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective
Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting
in the City of New York, Borough of NIz-t-attan (the “New York Courts”). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for
such proceeding. Each party hereby irrevocably waives persona: service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute
good and sufficient service of process and notice thereof Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jun- in any legal proceeding arising out of or relating to this
Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shah be reimbursed by the other party for its attorneys fees
and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. This
Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies
of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213
or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other
document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient
or necessary to determine Holder's rights hereunder or Borrower's obligations to Holder are deemed a part of this Note, whether
or not such other document or agreement was delivered together herewith or was executed apart from this Note.


 


e)        Waiver.
Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower or the Holder
to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by Borrower or the Holder must be in writing.


 


f)         Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.


  


g)        Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law •which
would prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note,
and Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it win not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law Has been enacted.


 






    A-19 


     


    

 


h)        Next
Trading Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Trading Day, such payment
shall be made on the next succeeding Trading Day.


 


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


 


j)         Amendment.
Unless otherwise provided for Hereunder, this Note may not be modified or amended or the provisions hereof waived without the written
consent of Borrower and the Holder.


 


k)        Facsimile
Signature. In the event that the Borrower's signature is delivered by facsimile transmission. PDF, electronic signature or
other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force
and effect as if such signature page were an original thereof.


 


************************


 


(Signature Pages Follows)


 




    A-20 


     


    

  


IN WITNESS WHEREOF,
Borrower has caused this Note to be signed in its name by an authorized officer as of the 8 day of May, 2015.


 


	 	ACCELERATED PHARMA, INC.
	 	 	 
	 	By:	/s/ Michael Fonstein
	 	 	Name: Michael Fonstein
	 	 	Title: Chief Executive Officer


 


WITNESS:


 


	 


 




    A-21 


     


    

  


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal under the Convertible Note due November 8, 2016 of Accelerated Pharma, Inc., a Delaware corporation
(the “Company”) into shares of common stock (the “Common Stock”), of Borrower according
to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for
any conversion; except for such transfer taxes, if any.


 


By the delivery of
this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock does not exceed
the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply with the
prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of
Common Stock.


 


Conversion calculations:


 





	 	Date to Effect Conversion: ______________________________ 
	 	 
	 	Principal Amount of Note to be Converted: $ _______________ 
	 	 
	 	Number of shares of Common Stock to be issued: ____________ 
	 	 
	 	Signature: ___________________________________________ 
	 	 
	 	Name: ______________________________________________
	 	 
	 	Address for Delivery of Common Stock Certificates: __________
	 	____________________________________________________
	 	____________________________________________________
	 	 
	 	Or
	 	 
	 	DWAC Instructions: ___________________________________
	 	 
	 	Broker No: _______________
	 	Account No: ______________












 




    A-22 


     


    

 


Exhibit B


Form of Warrant


 


[see exhibit 4.3 to the Company’s registration
statement on Form S-1]


 




    B-1 


     


    

 


Exhibit C


 


ESCROW AGREEMENT


 


This Agreement is dated as of [___________]
among Accelerated Pharma, Inc., a Delaware corporation (the "Company"), the parties identified on Schedule A hereto each
a "Purchasers", and collectively "Purchasers"), and Grushko & Mitnan, P.C. (the "Escrow' Agent'');


 


WITNESSETH:


 


WHEREAS, the Company and Purchasers have entered
into a Securities Purchase Agreement calling for the sale by the Company to the Purchasers of secured Notes and Warrants for an
aggregate purchase price of up to [__________]; and


 


WHEREAS, the parties hereto require the Company
to deliver the Notes against payment therefor, with such Notes, Warrants and the Escrowed Funds to be delivered to the Escrow Agent,
along With the other documents, instruments and payments hereinafter described, to be held in escrow and released by the Escrow
Agent in accordance with the terms and conditions of this Agreement; and


 


WHEREAS, the Escrow Agent is willing to serve
as escrow agent pursuant to the terms and conditions of this Agreement;


 


NOW THEREFORE, the parties agree as follows:


 


ARTICLE I


 


INTERPRETATION


 


1.1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings
given to such terms in the Securities Purchase Agreement, whenever used in this Agreement, the following terms shall have the following
respective meanings:


 


		·	"Agreement" means this Agreement and all amendments made hereto and thereto by written agreement between the parties;



 


		·	"Collateral Agent" shall mean Patricia Watkins;



 


		·	"Escrowed Payment" means an aggregate cash payment of up to [________], which is the Subscription Amount;



 


		·	"Fees" shall have the meaning set forth in Section 3.1(r) and on Schedule 3.: (r) to the Securities Purchase Agreement;



 


		·	"Initial Closing Date" shall have the meaning se; forth in Section 1 of the Securities Purchase Agreement;



 


		·	"Notes" means the notes due eighteen months after the Closing Date, in the form of Exhibit A TO the Securities Purchase
Agreement;



 


		·	"Security Agreement" means the Security Agreement entered into or to be entered into by the parties in reference
to the security interest granted pursuant to the Notes;



 


		·	"Securities Purchase Agreement" means the Securities Purchase Agreement (and the exhibits thereto) entered into or
to be entered into by the parties in reference to the sale and purchase of Notes;



 


		·	"Warrants" shall have the meaning set forth in Section 1.1 of the Securities



 




    C-1 


     


    

 


Purchase Agreement;


 


		·	Collectively, the Company executed Securities Purchase Agreement Security Agreement, Notes, and Warrants are referred to as
"Company Documents"; and



 


		·	Collectively, the Escrowed Payment, and the Purchasers executed Securities Purchase Agreement, and Security Agreement are referred
to as "Purchasers Documents'.



 


1.2           Entire
Agreement. This Agreement along with the Company Documents and the Purchasers Documents to which the Purchasers and the Company
or Subsidiary are a par' constitute the entire agreement between the panics hereto pertaining to the Company Documents and Purchasers
Documents and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
There are no warranties, representations and other agreements made by the parties in connection with the subject matter hereof,
except as specifically set forth in this Agreement, the Company Documents and the Purchasers Documents.


 


1.3.          Extended
Meanings. In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine
gender include the feminine and neuter genders. The word "person" includes an individual, body corporate, partnership,
trustee or trust or unincorporated association, executor, administrator or legal representative.


 


1.4.          Waivers
and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions
hereof may be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance.
Except as expressly stated herein, no delay on the par: of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude
any other or future exercise of any other right, power or privilege hereunder.


 


1.5           Headings.
The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience
of reference only and shall not affect the construction or interpretation of this Agreement.


 


1.6.          Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York
without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction.
Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall bc brought
only in the state courts of New York or in the federal courts located in the state of New York. Both parties and the individuals
executing this Agreement and other agreements on behalf of the Company agree to submit to the jurisdiction of such courts and waive
trial by jury. The prevailing party (which shall be the party which receives an award most closely resembling the remedy or action
sought) shall be entitled to recover From the other party its reasonable attorney's fees and costs. In the event that any provision
of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of' law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement.


 




    C-2 


     


    

 


1.7.          Specific
Enforcement Consent to Jurisdiction. The Company and Purchasers acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches
of the provisions of this Agreement and to enforce specifically the terms and provisions hereof or thereof, this being in addition
to any other remedy to which any of them may be entitled by law or equity. Subject to Section 1.6 hereof, each of the Company and
Purchasers hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in
any other manner permitted by law.


 


ARTICLE II


DELIVERIES TO THE ESCROW AGENT


 


2.1.          Company
Deliveries. On or before the Initial Closing Date, the Company shall execute and deliver the Company Documents to the Escrow Agent.


 


2.2.          Purchasers
Deliveries. On or before the Initial Closing Date, Purchasers shall execute and deliver the Securities Purchase Agreements, and
Security Agreement, shall cause the Collateral Agent to execute and deliver the Security Agreement, and shall deliver the Escrowed
Payment in cash, to the Escrow Agent. The Escrowed Payment will be delivered pursuant to the following wire transfer instructions:


 


[____]


 


2.3.          Intention
to Create Escrow Over Company Documents and Purchasers Documents. The Purchasers and Company intend that the Company Documents
and Purchasers Documents shall be held in escrow by the Escrow Agent pursuant to this Agreement for their benefit as set forth
herein.


 


2.4.          Escrow
Agent to Deliver Company Documents and Purchasers Documents. The Escrow Agent shall hold and release the Company Documents and
Purchasers Documents only in accordance with the terms and conditions of this Agreement.


 


ARTICLE III


RELEASE OF COMPANY DOCUMENTS AND PURCHASERS
DOCUMENTS


 


3.1.          Release
of Escrow. Subject to the provisions of Section 4.2, the Escrow Agent shall release the Company Documents and Purchasers Documents
as follows:


 


On the Initial Closing Date, the Escrow Agent will simuitaneousiy
release the Company Documents to the Purchasers and release the Purchasers Documents to the Company, except that the Security Agreement,
and Subsidiary Guaranty, if any, will be released to the Collateral Agent.


 


Notwithstanding the above, upon receipt by the Escrow Agent of joint
written instructions ("joint Instructions") signed by the Company and the Purchasers, it shall deliver the Company Documents
and Purchasers Documents in accordance with the terms of the Joint Instructions.


 




    C-3 


     


    

 


(e)          Anything
herein to the contrary notwithstanding, upon receipt by the Escrow


 


Agent of a final and non-appealable judgment, order, decree or award
of a court of competent jurisdiction (a "Court Order"), the Escrow Agent shall deliver the Company Documents and Purchasers
Documents in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting
the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing
the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.


 


3.2.          The
Initial Closing may take place on or before [_________]. After [_______], the Escrow Agent will promptly return the applicable
Company Documents to the Company and return the Purchasers Documents to the Purchasers.


 


3.3.          Acknowledgement
of Company and Purchasers: Disputes. The Company and the


 


Purchasers acknowledge that the only terms and conditions upon which
the Company Documents and Purchasers Documents are to be released are set forth in Sections 3 and 4 of this Agreement. The Company
and the Purchasers reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release
of the Company Documents and Purchasers Documents. Any dispute with respect to the release of the Company Documents and Purchasers
Documents shall be resolved pursuant to Section 4.2 or by agreement between the Company and Purchasers.


 


ARTICLE IV


CONCER-NENG THE ESCROW AGENT


 


4.1.          Duties
and Responsibilities of the Escrow Anent The Escrow Agent's duties and responsibilities shall be subject to the following terms
and conditions:


 


(a)          The
Purchasers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not
be required to inquire into whether either the Purchasers or Company is entitled to receipt of the Company Documents and Purchasers
Documents pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are
specifically assumed by the Escrow Agent pursuant to this Agreement; (Hi) may rely on and shall be protected in acting or refraining
from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed
by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being
required to determine the authenticity or correctness of any fact stated therein or the propriety or validity' or the service thereof;
(iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement
or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the
property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may
consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection
in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion
of such counsel.


 




    C-4 


     


    

 


(b)          The
Purchasers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow
Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within
the rights or powers conferred upon Escrow Agent by this Agreement. The Purchasers and Company, jointly and severally, agree to
indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any
action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs
and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or
willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement, The Escrow Agent shall
owe a duty only to the Purchasers and Company under this Agreement and to no other person.


 


(c)          The
Purchasers and Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees, to the extent
authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.


 


(d)          The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the
Purchasers and the Company. Prior to the effective date of the resignation as specified in such notice, the Purchasers and Company
will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Purchasers Documents to a
substitute Escrow Agent selected by the Purchasers and Company. If no successor Escrow Agent is named by the Purchasers and Company,
the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow
Agent, and to deposit the Company Documents and Purchasers Documents with the clerk of any such court.


 


(e)          The
Escrow Agent does not have and will not have any interest in the Company Documents and Purchasers Documents, but is serving only
as escrow agent, having only possession thereof The Escrow Agent shall not be liable for any loss resulting from the making or
retention of any investment in accordance with this Escrow Agreement.


 


(f)          This
Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied
duties or obligations shall be read into this Agreement.


 


(g)          The
Escrow Agent shall be permitted to act as counsel for the Purchasers in any dispute as to the disposition of the Company Documents
and Purchasers Documents, in any other dispute between the Purchasers and Company, whether or not the Escrow Agent is then holding
the Company Documents and Purchasers Documents and continues to act as the Escrow Agent hereunder.


 


(h)          The
provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.


 




    C-5 


     


    

 


4.2.          Dispute
Resolution: Judgments. Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions:


 


(a)          If
any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Company Documents and
Purchasers Documents, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow
Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the
Company Documents and Purchasers Documents pending receipt of a Joint Instruction from the Purchasers and Company, or (ii) deposit
the Company Documents and Purchasers Documents with any court of competent jurisdiction in the State of New York, in which event
the ESCFONV Agent shall give written notice thereof to the Purchasers and the Company and shah thereupon be relieved and discharged
from al: further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty to, institute or defend
any legal proceedings which relate to the Company Documents and Purchasers Documents. The Escrow Agent shah have the right to retain
counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines
that it is necessary to consul: counsel.


 


(b)          The
Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies
with a Court Order, the Escrow Agent shah not be liable to the Purchasers and Company or to any other person, firm, corporation
or entity by reason of such compliance.


 


ARTICLE V


GENERAL MATTERS


 


5.1           Termination.
This escrow shall terminate upon the release of al: of the Company Documents and Purchasers Documents or at any time upon the agreement
in writing of the Purchasers and Company.


 


5.2.          Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless othenvise specified herein, shah be (i) personal:), served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth beiow or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to
be received), or the first business day foilowing such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,
fully prepaid, addressed to such address, or upon actua: receipt of such mailing, whichever shall firs: occur. The addresses for
such communications shall be:


 


	(a)	If to the Company, to:
	 	Accelerated Pharrna,
	 	15 W l55 81st Street
	 	Burr Ridge, FL 60527
	 	Attn: Michael Fonstein, CEO
	 	Fax: (630) 325-4:79


 


With a copy by fax only to (which shall not constitute notice):


 


	 	Polsinelli PC
	 	161 N. Clark Avenue, Suite 4200
	 	Chicago, IL 6060:
	 	Arm: Teddy C. Scott, Jr., Ph.D.
	 	Fax: (312) 873-2913



 


	(b)	If to the Purchasers: to: the addresses and fax numbers listed on Schedule A hereto.


 


With a copy by facsimile only to (which shall not constitute notice):


 


	 	Grushko & Mittman, P.C.
	 	515 Rockaway Avenue
	 	Valley Stream, New York 11581
	 	Attn: Edward M. Grushko, Esq.
	 	Fax: (212) 697-3575


 


	 (c) 	If to the Escrow Agent, to:
	 	 
	 	Grushko & Mittman, P.C.
	 	515 Rockaway Avenue
	 	Valley Stream, New York 11581
	 	Fax: (2 I 2) 697-3575


 


or to such other address as any of them shall give to the others
by notice made pursuant to this Section 5.2.


 


5.3.          Interest.
The Escrowed Payment shall not be held in an interest bearing account nor will interest be payable in connection therewith. In
the event the Escrowed Payment is deposited in an interest bearing account, any interest earned on the Escrowed Payment will be
paid in the New York State Client Protection Fund or for a similar purpose.


 


5.4.          Assignment;
Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior
written consent of the other parties hereto. This Agreement shall entire to the benefit of and be binding upon the parties hereto
and their respective legal representatives, successors and assigns.


 


5.5.          Invalidity.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that
all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.


 


5.6.          Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.


 


5.7.          Agreement.
Each of the undersigned states that he has read the foregoing Escrow Agreement and understands and agrees to it.


 


[THIS SPACE INTENTIONALLY LEFT BLANK]


 




    C-6 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed and delivered
this Escrow Agreement, as of the date first written above.


 


	COMPANY:
	 
	ACCELERATED PHARMA, INC. A Delaware corporation
	 
	ESCROW AGENT:
	 
	"PURCHASERS": 


  




    C-7 


     


    

 


Exhibit D




 


SECURITY AGREEMENT


 


This SECURITY AGREEMENT, dated as of [_______]
(this “Agreement”), is among Accelerated Pharma, Inc, a Delaware corporation (the “Company”). each Subsidiary
of the Company which shah become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and
the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”).
Patricia Watkins, as collateral agent (the “Collateral Anent”) for and the holders of the Company’s Secured Convertible
Notes due [_________], in the original aggregate principal amount of up to $[_________] (collectively, the “Notes”)
(collectively, the “Secured Parties”).


 


WITNESSETH:


 


WHEREAS, pursuant to the Securities Purchase
Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend the loans to the Company evidenced by
the Notes;


 


WHEREAS, pursuant to a certain Subsidiary
Guaranty (“Guaranty”) to be dated as of the date of the Additional Debtor Joinder, forms of which are annexed hereto
as Annex A, the Guarantor agrees to guarantee and act as surety for payment of such Notes, and other obligations of the Company;


 


WHEREAS, in order to induce the Secured
Parties to extend the loans evidenced by the Notes, each Debtor has agreed to execute and deliver to the Collateral Agent this
Agreement and to grant Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in certain property
of such Debtor to secure the prompt payment, performance and discharge in full of all of the Debtors’ obligations under the
Notes and Transaction Documents.


 


NOW, THEREFORE, in consideration of the
agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:


 


1            Certain Definitions. As used in this Agreement, the following
terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined
in Article S or 9 of the t:CC (such as “account,” “chattel paper,” “commercial tort claim,”
“deposit account,” “document,” “equipment,” “fixtures,” “general intangibles,”
“goods,” “instruments,” “inventory,” “investment property,” “letter-of-credit
rights,” “proceeds” and ‘‘supporting obligations”) shall have the respective meanings Riven
such terms in Article S or 9 of the UCC, as applicable. Upper case terms shall have the meanings attributed to them in the Securities
Purchase Agreement.


 


(a)          “Collateral”
means the collateral in which the Collateral Agent is granted a security interest by this Agreement and which shall include the
following personal property of the Debtors, whether presently owned or existing or hereafter acquired or coming into existence,
wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products
and accounts thereof, including, without limitation, all proceeds from the disposition, sale or transfer of the Collateral and
of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities,
equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of,
or in exchange for, any or all of the Pledged Securities (as defined below):


 




    D-1 


     


    

 


(i)          All
goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and
wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto,
replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in
connection with any Debtor’s businesses and al: improvements thereto; and (B) all inventory;


 


(ii)         All
contract rights and other general intangibles, including, without limitation, all partnership interests, membership interests,
stock or other securities, rights under any of the Organizational Documents (as defined herein), agreements related to the Pledged
Securities (as defined herein), licenses, distribution and other agreements, computer software (whether “off-theshelf;”
licensed from any third party or developed by any Debtor), computer software development rights, leases, franchises, customer lists,
qua:ity control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names, patents, patent
applications, copvriallts, and income tax refunds;


 


(iii)        All
accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising,
goods, raw materials, timber cut or to be cut, oil, gas, hydrocarbons, and minerals extracted or to be extracted, equipment, motor
vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account,
including any right of stoppage in transit;


 


(iv)        All
documents, letter-of-credit rights, instruments and chattel taper;


 


(v)         All
commercial tort claims;


 


(vi)        All
deposit accounts and all cash (whether or not deposited in such deposit accounts);


 


(vii)       All
investment property;


 


(viii)      All supporting
obligations;


 


(ix)         All
files, records, books of account, business papers, and computer programs; and


 


(x)          the
products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(ix) above.


 




    D-2 


     


    

 


Without limiting the generality of the
foregoing, the “Collateral” shall include all investment property and general intangibles respecting ownership and/or
other equity interests in Guarantor, including, without limitation, the shares of capital stock and the other equity interests
listed on Schedule H hereto (as the same may be modified from time to time pursuant to the terms hereof), and any other shares
of capital stock and/or other equity interests of any other direct or indirect Subsidiary of any Debtor obtained in the future,
and, in each case, all certificates representing such shares and/or equity interests and, in each case, all rights, options, warrants,
stock, other securities and/or equity interests that may hereafter be received, receivable or distributed in respect of, or exchanged
for, any of the foregoing and all rights arising under or in connection with the Pledged Securities, including, but not limited
to, all dividends, interest and cash.


 


Notwithstanding the foregoing, nothing
herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation
of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable
law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided however, that
to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent
permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.


 


(b)          “Intellectual
Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, multinational or foreign laws or othenvise, including, without limitation, (i) all copyrights arising
under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered
and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including,
without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) all patents of the
United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications
for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof,
(iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service
marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United
States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and all common law rights related thereto, (iv) all trade secrets arising under
the laws of the United States, any other country or any political subdivision thereof, (v) all rights to obtain any reissues, renewals
or extensions of the foregoing, (vi) all licenses for any of the foregoing, (vii) any items included in the definition of Intellectual
Property Rights as defined in the Securities Purchase Agreement and not set forth above, and (viii) all causes of action for infringement
of the foregoing.


 


(c)          “Majority
in Interest” means, at any time of determination, the holders of more than fifty percent (50%) (based on then-outstanding
principal amounts and accrued interest of Notes at the time of such determination) of the Notes.


 


(d)          “Necessary
Endorsement” means undated stock powers endorsed in blank and other proper instruments of assignment duly executed and such
other instruments or documents as the Collateral Agent (as that term is defined below) may reasonably request.


 




    D-3 


     


    

 


(e)          “Obligations”
means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become
due, or that are now or may be hereafter contracted or acquired, or owing to, of any Debtor to the Secured Parties, including,
without limitation, all obligations under this Agreement, the Notes, the Guaranty and obligations under any other Transaction Document,
instrument, agreement or other document executed and/or delivered in connection herewith or therewith in each case, whether now
or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether
or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or
incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment
is avoided or recovered directly or indirectly from any of the Secured Parties as a preference, fraudulent transfer or otherwise
as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality
of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Notes
and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Debtors
from time to time under or in connection with this Agreement, the Notes and any other Transaction Documents, instruments, agreements
or other documents executed and/or delivered in connection herewith or therewith; and (iii)all amounts (including but not limited
to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such
amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving
any Debtor.


 


(f)          “Organizational
Documents” means with respect to any Debtor, the documents by which such Debtor was organized (such as a certificate of incorporation,
certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation
for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Debtor (such as bylaws,
a partnership agreement or an operating, limited liability or members agreement).


 


(g)          “Pledged
Securities” shall have the meaning ascribed to such term in Section 4(i).


 


(h)          “UCC”
means the Uniform Commercial Code of the State of New York and or any other applicable law of any state or states which has jurisdiction
with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that
defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed
in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions,
they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones
shall be controlling.


 


2            Grant of Security Interest in Collateral. As an inducement
for the Secured Parties to extend the loans as evidenced by the Notes and to secure the complete and timely payment, performance
and discharge in full, as the case may be, of all of the Obligations, each Debtor hereby unconditionally and irrevocably pledges,
grants and hypothecates to the Secured Parties a security interest in and to, a lien upon and a right of set-off against all of
their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “Security Interest”
and, collectively, the “Security Interests”).


 




    D-4 


     


    

 


3            Delivery of Certain Collateral. At any time at the request
of the Collateral Agent, each Debtor shall deliver or cause to be delivered to the Collateral Agent, any and all certificates and
other instruments or documents representing any of the Collateral, in each case, together with all Necessary Endorsements.


 


4            Representations, Warranties, Covenants and Agreements of
the Debtors. Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties and
Collateral Agent concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part
hereof. As of the date hereof, each Debtor represents and warrants to the Secured Parties as follows and, until the repayment in
full of the Obligations, covenants and agrees with, the Secured Parties as follows:


 


(a)          Each
Debtor has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement
and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Debtor of this Agreement
and the filings contemplated herein have been duly authorized by all necessary action on the part of such Debtor and no further
action is required by such Debtor. This Agreement, when executed and delivered, will constitute the legal, valid and binding obligation
of each Debtor, enforceable against each Debtor in accordance with its terms except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies
of creditors and by general principles of equity.


 


(b)          The
Debtors have no place of business or offices where their respective books of account and records are kept (other than temporarily
at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule
A attached hereto. Except as specifically set forth on Schedule A, each Debtor is the record owner of the real property where such
Collateral is located, and there exist no mortgages or other liens or. any such real property or on the Collateral except for Permitted
Liens (as defined in the Securities Purchase Agreement), which are identified on Schedule B hereto. Except as disclosed on Schedule
A and except for Collateral to be held by the Collateral Agent, none of such Collateral is in the possession of any consignee,
bailee, warehouseman, agent or processor.


 


(c)          Except
for Permitted Liens and except as set forth on Schedule B attached hereto, the Debtors are the sole owner of the Collateral (except
for non-exclusive licenses granted by any Debtor in the ordinary course of business), free and clear of any liens, security interests,
encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as set forth on Schedule B attached
hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement,
security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of
the Secured Parties pursuant to this Agreement) covering or affecting any of the Collateral.


 


(d)          No
written claim has been received that any Collateral or any Debtor’s use of any Collateral violates the rights of any third
party. There has been no adverse decision to any Debtor’s claim of ownership rights in or exclusive rights to use the Collateral
in any jurisdiction or to any Debtor’s right to keep and maintain such Collateral in full force and effect, and there is
no proceeding involving said :”rights pending or, to the best knowledge of any Debtor, threatened before any court, judicial
body, administrative or regulator)’ agency, arbitrator or other governmental authority,


 




    D-5 


     


    

 


(e)          Each
Debtor shall at all times maintain its books of account and records relating to the Collateral at its principal place of business
and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records
or tangible Collateral except in the ordinary course of sales unless it delivers to the Secured Parties at :east 15 days prior
to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States)
and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been fled and recorded
and other steps have been taken to perfect the Security Interests to create in favor of the Secured Parties a valid, perfected
and continuing perfected first priority lien in the Collateral, except as otherwise permitted hereby.


 


(f)          This
Agreement creates in favor of the Secured Parties a valid security interest in the Collateral, subject only to Permitted Liens
securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph,
all security interests created hereunder in any Collateral that may be perfected by filing Uniform Commercial Code financing statements
shall have been duly perfected. Except for the filing of the Uniform Commercial Code financing statements referred to in the immediately
following paragraph, the recordation of the Intellectual Property Security Agreement (as defined below) with respect to copyrights
and copyright applications in the United States Copyright Office referred to in paragraph (m), the execution and delivery of deposit
account control agreements satisfying the requirements of Section 9-:04(a)(2) of the LICC with respect to each deposit account
of the Debtors, and the delivery of the certificates and other instruments provided in Section 3, no action is necessary :o create,
perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the tiling
of said financing statements, the recordation of said Intellectual Property Security Agreement, and the execution and delivery
of said deposit account control agreements, no consent of any third parties and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and
performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or
(iii) the enforcement of the rights of the Collateral Agent and the Secured Parties hereunder,


 


(g)          Each
Debtor hereby authorizes the Collateral Agent to file one or more financing statements under the UCC, with respect to the Security
Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it and authorizes Collateral Agent
to take any other action in Collateral Agent’s absolute discretion to effectuate, memorialize and protect Secured Parties’
interest and rights under this Agreement.


 


(h)          The
execution, delivery and performance of this Agreement by the Debtors does not (i) violate any of the provisions of any Organizational
Documents of any Debtor or, to the knowledge of any Debtor, any judgment, decree, order or award of any court, governmental body
or arbitrator or any applicable law, rule or regulation applicable to any Debtor or (ii) to the knowledge of each Debtor, conflict
with, or constitute a default (or an event that 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 (with or without notice, lapse of time or both) of, any
agreement, credit facility, debt or other instrument (evidencing any Debtor’s debt or otherwise) or other understanding to
which such Debtor is a party or by which any property or asset of any Debtor is bound or affected. If any, all required consents
(including, without limitation, from stockholders or creditors of any Debtor) necessary for any Debtor to enter into and perform
its obligations hereunder have been obtained.


 




    D-6 


     


    

 


(i)          The
capital stock and other equity interests listed on Schedule H hereto (the “Pledged Securities”) represent all of the
capital stock and other equity interests of the Guarantor, and other Subsidiaries, if any, and represent all capital stock and
other equity interests owned, directly or indirectly, by the Company. All of the Pledged Securities, if applicable, are validly
issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear
of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted
Liens.


 


(j)          The
ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral (the “Pledged
Interests”) by their express terms do not provide that they are securities governed by Article 8 of the UOC and are not held
in a securities account or by any financial intermediary.


 


(k)          Except
for Permitted Liens, each Debtor shall at all times maintain the liens and Security Interests provided for hereunder as valid and
perfected first priority liens and security interests in the Collateral in favor of the Secured Parties until this Agreement and
the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby agrees to defend the same
against the claims of any and all persons and entities. Each Debtor shall safeguard and protect all Collateral for the account
of the Secured Parties. Upon request of the Collateral Agent, each Debtor will sign and deliver to the Collateral Agent on behalf
of the Secured Parties at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably
satisfactory to the Collateral Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed
by the Collateral Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting
the generality of the foregoing, each Debtor shall pay all fees, taxes and other amounts necessary to maintain the Collateral and
the Security Interest hereunder, and each Debtor shall obtain and furnish to the Collateral Agent from time to time, upon demand,
such releases and/or subordinations of claims and liens (other than Permitted Liens) that may be required to maintain the priority
of the Security Interest hereunder.


 


(l)          Other
than with respect to Permitted Liens, no Debtor will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
of any of the Collateral (except for non-exclusive licenses granted by a Debtor in its ordinary course of business, sales of inventory
by a Debtor in its ordinary course of business and disposition of obsolete equipment) without the prior written consent of the
Collateral Agent. The foregoing notwithstanding, Debtor may replace noncash components of the Collateral with a cash or Cash Equivalent
deposit made at an institution subject to a cash account control agreement acceptable to the Secured Parties, provided the amount
of cash deposited subject to such agreement is not less than the highest amount of the Obligations that may be outstanding pursuant
to the Transaction Documents. Cash Equivalent shall mean U.S. government Treasury bills, bank certificates of deposit, bankers
acceptances, corporate commercial paper and other money market instruments.


 


(m)          Each
Debtor shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall
not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.


 




    D-7 


     


    

 


(n)          Each
Debtor shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral
hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established
reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances
by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover
the full replacement cost thereof. Each Debtor shall cause each insurance policy issued in connection herewith to provide, and
the insurer issuing such policy to certify to the Collateral Agent, that (a) the Collateral Agent will be named as lender loss
payee and additional insured under each such insurance policy; and (b) if such insurance is proposed to be cancelled or materially
changed for any reason whatsoever, such insurer or the Company will promptly notify the Collateral Agent. In addition, the Collateral
Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30)
days of notice from the Company or the insurer of any such default. If no Event of Default (as defined in the Notes) exists and
if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will
be applied by the applicable Debtor to the repair and/or replacement of property with respect to which the loss was incurred to
the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be
payable to the applicable Debtor; provided , however that payments received by any Debtor after an Event of Default occurs and
is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Collateral Agent
on behalf of the Secured Parties and, if received by such Debtor, shall be held in trust for the Secured Parties and immediately
paid over to the Collateral Agent unless otherwise directed in writing by the Collateral Agent. Copies of such policies or the
related certificates, in each case, naming the Collateral Agent as lender loss payee and additional insured shall be delivered
to the Collateral Agent at least annually and at the time any new policy of insurance is issued.


 


(o)          Each
Debtor shall, within ten (10) days of obtaining knowledge thereof, advise Collateral Agent promptly, in sufficient detail, of any
material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the
value of the Collateral or on the Secured Parties’ security interest.


 


(p)          (p)          Each
Debtor shall promptly execute and deliver to the Collateral Agent such further deeds, mortgages, assignments, security agreements,
financing statements or other instruments, documents, certificates and assurances and take such further action as the Collateral
Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Parties’
security interest in the Collateral including, without limitation, one or more deposit account control agreements, and if applicable,
the execution and delivery of a separate security agreement with respect to each Debtor’s Intellectual Property (“Intellectual
Property Security Agreement”) in which the Secured Parties have been granted a security interest hereunder, all substantially
in forms reasonably acceptable to the Collateral Agent, which Intellectual Property Security Agreement, and other such documents
and agreements other than as stated therein, shall be subject to all of the terms and conditions hereof.


 




    D-8 


     


    

 


(q)          Each
Debtor shall permit the Collateral Agent and its representatives and agents to inspect the Collateral during normal business hours
and upon reasonable prior notice, and to make copies of records pertaining to the Collateral as may be reasonably requested by
the Collateral Agent from time to time.


 


(r)          Each
Debtor shall take commercially reasonable steps necessary to diligently pursue and seek to preserve, enforce and collect any rights,
claims, causes of action and accounts receivable in respect of the Collateral.


 


(s)          Each
Debtor shall promptly notify the Secured Parties in sufficient detail upon becoming aware of any attachment, garnishment, execution
or other legal process levied against any Collateral and of any other information received by such Debtor that may materially affect
the value of the Collateral, the Security Interest or the rights and remedies of the Secured Parties hereunder.


 


(t)          All
information heretofore, herein or hereafter supplied to the Secured Parties by or on behalf of any Debtor wit:: respect to the
Collateral is accurate and complete in all material respects as of the date furnished and in light of the circumstances under which
such statements were made.


 


(u)          Each
Debtor shall at all times preserve and keep in full force and effect its existence and good standing and any rights and franchises
material to its business.


 


(v)         No
Debtor will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has
one), legal or corporate structure, or add any new fictitious name unless it provides at least 15 days prior written notice to
the Collateral Agent of such change and, at the time of such written notification, such Debtor provides any financing statements
or fixture Minas necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(w)          Except
in the ordinary course of business, no Debtor may consign any of its inventory or sell any of its inventory on bill and hold; sale
or return, sale on approval, or other conditional terms of sale without the consent of the Collateral Agent which shall not be
unreasonably withheld.


 


(x)          No
Debtor may relocate its chief executive office to a new location without providing 15 days prior written notification thereof to
the Secured Parties and provided that at the time of such written notification, such Debtor provides any financing statements necessary
to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.


 


(y)          Each
Debtor was organized and remains organized solely under the laws of the state set forth next to such Debtor’s name in Schedule
D attached hereto, which Schedule D sets forth each Debtor’s organizational identification number or, if any Debtor does
not have one, states that one does not exist.


 


(z)          


 


(i)          The
actual name of each Debtor is the name set forth in Schedule D attached hereto;


 




    D-9 


     


    

 


(ii)         no
Debtor has any trade names except as set forth on Schedule E attached hereto;


 


(iii)        no
Debtor has used any name other than that stated in the preamble hereto or as set forth on Schedule E For the preceding five years;
and


 


(iv)        no
entity has merged into any Debtor or been acquired by any Debtor within the past five years except as set forth on Schedule E.


 


(aa)         At
any time that any Collateral consists of instruments, certificated securities or other items that require or permit possession
by a secured party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the
Collateral Agent.


 


(bb)         During
the continuance of an Event of Default, each Debtor, in its capacity as issuer, hereby agrees to comply with any and all orders
and instructions of Collateral Agent regarding the Pledged Securities consistent with the terms of this Agreement without the further
consent of any Debtor as contemplated by Section 8-106 (or any successor section) of the UCC. Further, each Debtor agrees, solely
with respect to the Pledged Securities, that it shall not enter into a similar agreement (or one that would confer “control”
within the meaning of Article S of the UCC) with any other person or entity.


 


(cc)         each
Debtor shall cause all tangible chattel paper constituting Collateral to be delivered to the Collateral Agent or if such delivery
is not possible; then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest
created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Debtor shall
cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section:
hereto).


 


(dd)         If
there is any investment property or deposit account included as Collateral that can be perfected by “control” through
an account control agreement, the applicable Debtor shall at the request of the Collateral Agent cause such an account control
agreement, in form and substance in each case satisfactory to the Collateral Agent, to be entered into and delivered to the Collateral
Agent for the benefit of the Secured Parties.


 


(ee)         To
the extent that any Collateral consists of letter-of-credit rights, the applicable Debtor shall cause the issuer of each underlying
letter of credit to consent to an assignment of the proceeds thereof to the Secured Parties.


 


(ff)           To
the extent that any Collateral is in the possession of any third party, the applicable Debtor shall join with the Collateral Agent
in notify). ‘in:: such third par’ of the Secured Parties’ security interest in such Collateral and shall use
commercially reasonable efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral,
in form and substance reasonably satisfactory to the Collateral Agent.


 


(gg)         If
any Debtor shall at any time hold or acquire a commercial tort claim; such Debtor shall promptly notify the Secured Parties in
a writing signed by such Debtor of the particulars thereof and grant to the Secured Parties in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory
to the Collateral Agent.


 




    D-10 


     


    

 


(hh)         Each
Debtor shall promptly provide written notice to the Collateral Agent of any and all accounts which arise out of contracts with
any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in
such accounts and proceeds thereof, shall execute and deliver to the Collateral Agent an assignment of claims for such accounts
and cooperate with the Collateral Agent in taking any ether steps required, in its judgment, under the Federal Assignment of Claims
Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests
in such accounts and proceeds thereof


 


(ii)           The
Company shah cause each subsidiary of the Company to promptly become a party hereto (an “Additional Debtor”), by executing
and delivering an Additional Debtor joinder substantially in the form of Annex A attached hereto and comply with the provisions
hereof applicable to the Debtors. Concurrent therewith; the Additional Debtor shall deliver replacement schedules for; or supplements
to all other Disclosure Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede,
or supplements shall modify; the Schedules then in effect. The Additional Debtor shah also deliver such opinions of counsel, authorizing
resolutions, good standing certificates, • incumbency certificates, organizational documents, financing statements and other
information and documentation as the Collateral Agent may reasonably request. Upon delivery of the foregoing to the Collateral
Agent, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Debtors,
for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have
made the representations; warranties and covenants set forth herein as of the date of execution and delivery of such Additional
Debtor Joinder (other than representations and warranties that specifically refer to an earlier date), and all references herein
to the “Debtors” shall be deemed to include each Additional Debtor.


 


(jj)           Each
Debtor shall vote the Fledged Securities to comply with the covenants and agreements set forth herein and in the Notes.


 


(kk)         Each
Debtor shall register the pledge of the applicable Pledged Securities cr. the books of such Debtor. Each Debtor shall notify each
issuer of Pledged Securities to register the pledge of the applicable Pledged Securities in the name of the Collateral Agent on
the books of such issuer. Further, except with respect to certificated securities delivered to the Collateral Agent, the applicable
Debtor shall deliver to Collateral Agent an acknowledgement of pledge (which, where appropriate, shall comply with the requirements
of the relevant UCC with respect to perfection by registration) signed by the issuer of the applicable Pledged Securities, which
acknowledgement shall confirm that: (a) it has registered the pledge on its books and records; and (b) at any time directed by
Collateral Agent during the continuation of an Event of Default, such issuer will transfer the record ownership of such Pledged
Securities into the name of any designee of the Collateral Agent, will take such steps as may be necessary to effect the transfer,
and will comply with all other instructions of the Collateral Agent regarding such Pledged Securities without the further consent
of the applicable Debtor.


 


(l1)          In the event that, upon an occurrence
of an Event of Default, Collateral Agent shall sell all or any of the Pledged Securities to another party or parties (herein called
the “Transferee”) or shall purchase or retain all or any of the Pledged Securities, each Debtor shall, to the extent
applicable: (i) deliver to Collateral Agent or the Transferee; as the case may be, the articles of incorporation; bylaws; minute
books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account,
financial records and all other Organizational Documents and records of the Debtors and their direct and indirect subsidiaries;
(ii) use its commercially reasonable efforts to obtain resignations of the persons then Sent iF.SZ as officers and directors of
the Debtors and their direct and indirect subsidiaries; if so requested; and (iii) use its commercially reasonable efforts to obtain
any approvals that are required by any governmental or regulatory body in order to permit the sale of the Pledged Securities to
the Transferee or the purchase or retention of the Pledged Securities by Collateral Agent and allow the Transferee or Collateral
Agent to continue the business of the Debtors and their direct and indirect subsidiaries.


 




    D-11 


     


    

 


(mm)        Without
limiting the generality of thee other obligations of the Debtor hereunder, each Debtor shall (i) cause to be registered at the
United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect
to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be
duly recorded at the applicable office, and (iii) give the Collateral Agent notice whenever it acquires (whether absolutely or
by license) or creates any additional material Intellectual Property.


 


(nn)         Each
Debtor will from time to time, at the joint and several expense of the Debtors, promptly execute and deliver all such further instruments
and documents, and take all such further action as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably
request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral
Agent to exercise and enforce Collateral Agent’s rights and remedies hereunder and with respect to any Collateral or to otherwise
carry out the purposes of this Agreement.


 


(oo)         Schedule
F attached hereto lists all of the patents, patent applications, trademarks, trademark applications, registered copyrights, and
domain names owned by any of the Debtors as of the date hereof. Schedule F lists all material licenses in favor of any Debtor for
the use of any patents, trademarks, copyrights and domain names as of the date hereof. All material patents and trademarks of the
Debtors have been duly recorded at the United States Patent and Trademark Office and all material copyrights of the Debtors have
been duly recorded at the United States Copyright Office.


 


(pp)         Except
as set forth on Schedule 0 attached hereto, none of the account debtors or other persons or entities obligated on any of the Collateral
is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule
in respect of such Collateral.


 


5             Effect of Pledge on Certain Rights. If any of the Collateral
subject to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or
rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without
limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity
or ownership interests pursuant to this Agreement or the enforcement of any of Collateral Agent’s rights hereunder shall
not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational
Documents or agreements to which any Debtor is subject or to which any Debtor is party.


 




    D-12 


     


    

 


6              Defaults. The following events shall be “Events of
Default”:


 


(a)          The
occurrence of an Event of Default (as defined in the Notes) under the Notes;


 


(b)          Any
representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any material respect when made;


 


(c)          The
failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of
notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such
time frame and such Debtor is using best efforts to cure same in a timely fashion; or


 


(d)          If
any material provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability
thereof shall be contested by any Debtor, or a proceeding shall be commenced by any Debtor, or by any governmental authority having
jurisdiction over any Debtor, seeking to establish the invalidity or unenforceability thereof, or any Debtor shall deny that any
Debtor has any liability or obligation purported to be created under this Agreement.


 


7              Duty to Hold In Trust.


 


(a)          During
the continuance of an Event of Default, each Debtor shall, upon receipt of any revenue, income, dividend, interest or other sums
subject to the Security Interests, whether payable pursuant to the Notes or otherwise, or of any check, draft, note, trade acceptance
or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Parties and shall forthwith
endorse and transfer any such sums or instruments, or both, to the Collateral Agent for distribution to the Secured Parties, pro-rata
in proportion to their respective then-currently outstanding principal amount of Notes for application to the satisfaction of the
Obligations (and if any Note is not outstanding, pro-rata in proportion to the initial purchases of the remaining Notes).


 


(b)          If
any Debtor shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares
of Pledged Securities or instruments representing Pledged Securities acquired after the date hereof, or any options, warrants,
rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization,
reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Debtor or any of
its direct or indirect subsidiaries) in respect of the Pledged Securities (whether as an addition to, in substitution of, or in
exchange for, such Pledged Securities or otherwise), such Debtor agrees to (i) hold the same in trust on behalf of and for the
benefit of the Secured Parties; and (ii) to deliver any and all certificates or instruments evidencing the same to Collateral Agent
on or before the close of business on the fifth Business Day following the receipt thereof by such Debtor, in the exact form received
together with the Necessary Endorsements, to be held by Collateral Agent subject to the terms of this Agreement as Collateral.


 


8              Rights and Remedies Upon Default.


 


(a)          After
the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right to exercise all of
the remedies conferred hereunder and under the Notes, and the Collateral Agent shall have all the rights and remedies of a secured
party under the UCC. Without limitation, the Collateral Agent, for the benefit of the Secured Parties, shall have the following
rights and powers:


 




    D-13 


     


    

 


(i)          The
Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance
of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, so long as the
same can be accomplished without breach of the peace and otherwise in compliance with applicable law, and each Debtor shall assemble
the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether
at such Debtor’s premises or elsewhere, and make available to the Collateral Agent, without rent, all of such Debtor’s
respective premises and facilities for the purpose of the Collateral Agent taking possession of, removing or putting the Collateral
in saleable or disposable form.


 


(ii)         Upon
notice to the Debtors by Collateral Agent, all rights of each Debtor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise
be authorized to receive and retain, shall cease. Upon such notice, Collateral Agent shall have the right to receive, for the benefit
of the Secured Parties, any interest, cash dividends or other payments on the Collateral and, at the option of Collateral Agent,
to exercise in such Collateral Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of
the foregoing, Collateral Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral
as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion,
any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment
concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries.


 


(iii)        The
Collateral Agent shall have the right to seek an Order from a court appointing a Trustee to operate the business of each Debtor
using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the
Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit
or for fumre delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and
conditions as are commercially reasonable. Upon each such sale, lease, assignment or other transfer or disposition of Collateral,
the Collateral Agent, for the benefit of the Secured Parties, may, unless prohibited by applicable law which cannot be waived,
purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and
equities of any Debtor, which are hereby waived and released,


 


(iv)        The
Collateral Agent shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments
or accounts to make payments directly to the Collateral Agent, on behalf of the Secured Parties, and to enforce the Debtors’
rights against such account debtors and obligors.


 


(v)         The
Collateral Agent, for the benefit of the Secured Parties, may (but is not obligated to) direct any financial Intermediary or any
other person or entity holding any investment property to transfer the same to the Collateral Agent, on behalf of the Secured Parties,
or its designee.


 




    D-14 


     


    

 


(vi)         The
Collateral Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at
the United States Patent and Trademark Office and/or Copyright Office into the name of the Collateral Agent or any purchaser of
any Collateral.


 


(b)          The
Collateral Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not
be considered adversely to affect the commercial reasonableness of any sale of the Collateral, The Collateral Agent may sell the
Collateral without giving any wan-antics and may specifically disclaim such warranties. If the Collateral Agent sells any of the
Collateral On credit, the Debtors will only be credited with payments actually made by the purchaser. In addition, each Debtor
waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Collateral Agent’s
rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession
of the Collateral and to exercise its rights and remedies with respect thereto.


 


(c)          If
any notice to Debtor of the sale or other disposition of Collateral is required by then applicable law, five (5) business days
prior written notice (which Debtor agree is reasonable notice within the meaning of Section 9,612(a) of the Uniform Commercial
Code) shah be given to Debtor of the time and place of any sale of Collateral. The rights granted in this Section are in addition
to any and all rights available to Collateral Agent under the Uniform Commercial Code.


 


(d)          For
the purpose of enabling the Collateral Agent to further exercise rights and remedies under this Section S or elsewhere provided
by agreement or applicable law, each Debtor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and
the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such
Debtor) to use, license or sublicense during the continuance of an Event of Default, any Intellectual Property now owned or hereafter
acquired by such Debtor, and wherever the same may be located, and including in such license access to all media in which any of
the licensed items may be recorded or stored and to al: computer soft-ware and programs used for the compilation or printout thereof


 


9            Applications of Proceeds. The proceeds of any such sale,
lease or other disposition of the Collateral hereunder or from payments made on account of ally insurance policy insuring any portion
of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling,
and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral,
if any, to the reasonable attorneys’ fees and expenses incurred by the Collateral Agent in enforcing the Secured Parties’
rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations
pro rata among the Secured Parties (based on then-outstanding principal amounts of Notes at the time of any such determination),
and then to the payment of any other amounts required by applicable law, after which the Secured Parties shall pay to the applicable
Debtor any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient
to pay all amounts to which the Secured Parties are legally entitled, the Debtors Will be liable for the deficiency, together with
interest thereon, at the rate of IS% per annum or the lesser amount permitted by applicable law (the “Default Rate”),
and the reasonable fees of any attorneys employed by the Secured Parties to collect such deficiency. To the extent permitted by
applicable law, each Debtor waives all claims, damages and demands against the Secured Parties arising out of the repossession,
removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Panics
as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.


 




    D-15 


     


    

 


10            Securities Law Provision. Each Debtor recognizes that
Collateral Agent may be limited in its ability to effect a sale to the public of all or part of the Pledged Securities by reason
of certain prohibitions in the Securities Act of :933, as amended, or other federal or state securities laws (collectively, the
“Securities Laws”). and may reasonably be obliged to resort to one or more sales to a restricted group of purchasers
who may be required to agree to acquire the Pledged Securities for their own account, for investment and not with a view to the
distribution or resale thereof. Each Debtor agrees that sales so made•may be at prices and on terms less favorable than if
the Pledged Securities were sold to the public, and that Collateral Agent has no obligation to delay the sale of any Pledged Securities
for the period of time necessary to register the Pledged Securities for sale to the public under the Securities Laws. Each Debtor
shall cooperate with Collateral Agent in its attempt to satisfy any requirements under the Securities Laws (including, without
limitation, registration thereunder if requested by Collateral Agent) applicable to the sale of the Pledged Securities by Collateral
Agent.


 


11            Costs and Expenses. Each Debtor agrees to pay all reasonable
out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation,
any financing statements pursuant to the LTCC, continuation statements, partial releases and/or termination statements related
thereto or any expenses of any searches reasonably required by the Collateral Agent. The Debtors shall also pay all other clairns
and charges which in the reasonable opinion of the Collateral Agent is reasonably likely to prejudice, imperil or otherwise affect
the Collateral or the Security Interests therein. The Debtors will also, upon demand, pay to the Collateral Agent the amount of
any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any’ experts and agents,
which the Collateral Agent, for the benefit of the Secured Parties, may incur in connection with (i) the enforcement of this Agreement,
(ii) the custody or preservation of; or the sale of, collection from, or other realization upon, any of the Collateral, or (iii)
the exercise or enforcement of any of the rights of the Secured Parties under the Notes. Until so paid, any fees payable hereunder
shall be added to the principal amount of the Notes and shall bear interest at the Default Rate,


 


12            Responsibility for Collateral. The Debtors assume all
liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished
by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting
the generality of the foregoing, (a) neither the Collateral Agent nor any Secured Party (i) has any duty (either before or after
an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral,
or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Debtor shall remain obligated
and liable under each contract or agreement included in the Collateral to be observed or performed by such Debtor thereunder. Neither
the Collateral Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason
of or arising out of this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating to any
of the Collateral, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform any of the obligations
of any Debtor under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance
by any patty under any such contract or agreement, to present or file any claim, to take any action to enforce any performance
or to collect the payment of any amounts which may have been assigned to the Collateral Agent or to which the Collateral Agent
or any Secured Parry may be entitled at any time or times.


 




    D-16 


     


    

 


13            Security Interests Absolute. All rights of the Secured
Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity
or enforceability of this Agreement, the Notes or any agreement entered into in connection with the foregoing, or any portion hereof
or thereof; (5) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure from the Notes or any other agreement entered
into in connection with the foregoing; (c) any exchange, release or non-perfection of any of the Collateral, or any release or
amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all
or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any
insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise
constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted
hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even
if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy.
Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance.
In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be
deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the
bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured
Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall
not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and
binding obligation enforceable in accordance with the terms and provisions hereof Each Debtor waives all right to require the Secured
Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time,
or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the
statute of :imitations to any Obligations secured hereby.


 


14            Term of Agreement. This Agreement and the Security Interest
shall terminate on the date on which all payments under the Notes have been indefeasibly paid in frill and all other Obligations
have been paid or discharged; provided, however, that all indemnities of the Debtors contained in this Agreement (including, without
limitation, Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this
Agreement.


 




    D-17 


     


    

 


15            Power of Attorney; Further Assurances.


 


(a)          Each
Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents,
successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in
the name of the Collateral Agent or such Debtor, after the occurrence and during the continuance of an Event of Default, (i) to
endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, payments payable
under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent;
(ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bid of lading, storage
or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents
relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied
or placed on or threatened against the Collateral; (iv) to demand, collect; receipt for, compromise, settle and sue for monies
due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property;
and (vi) generally, at the option of the Collateral Agent, and at the expense of the Debtors, at any time, or from time to time,
to execute and deliver any and all documents and instruments and to do all acts and things which the Collateral Agent deems necessary
to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of
this Agreement and the Notes all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all
that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and
shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The
designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents
or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality
of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized
to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other
Intellectual Property with the United States Paten’: and Trademark Office and the United States Copyright Office.


 


(b)          On
a continuing basis, each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper
filing and recording agencies in any jurisdiction; including, without limitation, the jurisdictions indicated on Schedule C attached
hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested
bv the Collateral Agent, to perfect the Security Interest granted hereunder and otherwise to cany out the intent and purposes of
this Agreement, or for assuring and confirming to the Collateral Agent the grant or perfection of a perfected security interest
in all the Collateral under the UCC.


 


(c)          Each
Debtor hereby irrevocably appoints the Collateral Agent as such Debtor’s attorney-in-fact, with full authority in the place
and instead of such Debtor and in the name of such Debtor, from time to time in the Collateral Agent’s discretion, to take
any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary
or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing
or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Debtor where
permitted by law, which financing statements may (but need not) describe the Collateral as “al: assets” or “all
personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. This power of attorney
is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations
shall be outstanding.


 




    D-18 


     


    

 


16            Notices. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a)
personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered
by a reputable overnight courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shah have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed effective (i) upon hand deliver>., or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below
(if delivered on a Business Day during normal business hours), or the first Business Day following such delivery (if delivered
other than on a Business Day during normal business hours), (ii) on the first Business Day following the date deposited with an
overnight courier service with charges prepaid, or (iii) on the fifth Business Day following the date of mailing pursuant to subpart
(b) above, or upon actual receipt of such mailing:, whichever shall first occur. The addresses for such communications shall be:


 


	To Debtor, to:	Accelerated Pharma, Inc.
	 	15W155 81st Street
	 	Burr Ridge, IL 60527
	 	Attn: Michael Fonstein, and CEO
	 	Fax:(630)325-4179
	 	 
	With a copy by fax only to	 
	(which shall not constitute notice):	Polsinelli PC
	 	161 N. Clark Avenue, Suite 4200
	 	Chicago, IL 60601
	 	Attn: Teddy C. Scott, Jr., Ph.D.
	 	Fax:(312)873-2913
	To the Collateral Agent:	Patricia Watkins
	 	230 Park Avenue, Suite 539
	 	New York, NY 10169
	 	Fax: (212) 867-6204


 


17            Other Security. To the extent that the Obligations are
now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person,
firm, corporation or other entity, then the Collateral Agent shall have the right, in its sole discretion, to pursue, relinquish,
subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured
Parties’ rights and remedies hereunder.


 


18            Appointment of Collateral Agent. The Secured Parties hereby
appoint Patricia Watkins to act as their agent (“Collateral Agent”) for purposes of exercising any and all rights and
remedies of the Secured Parties hereunder. Such appointment shall continue until revoked in writing, by a Majority in Interest,
at which time a Majority in Interest shall appoint a new Collateral Agent. The Collateral Agent shall have the rights, responsibilities
and immunities set forth in Annex B hereto.


 




    D-19 


     


    

 


19            Miscellaneous.


 


(a)          No
course of dealing between the Debtors and the Collateral Agent, nor any failure to exercise, nor any delay in exercising:, on the
part of the Collateral Agent, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, power Cr privilege.


 


(b)          All
of the rights and remedies of the Collateral Agent with respect to the Collateral, whether established hereby or by the Notes or
by any other agreements, instruments or documents or by law shah be cumulative and may be exercised singly or concurrently.


 


(c)          This
Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Debtors
and Collateral Agent or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.


 


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


 


(e)          No
waiver of any default with respect to any provision, condition or requirement of this Agreement shah be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right Hereunder in any manner impair the exercise of any such right.


 


(f)          This
Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Debtors
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of a Majority in Interest
(other than by merger). Any Secured Party may assign any or a.:1 of its rights under this Agreement to any Person to whom such
Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect to the
transferred Obligations, by the provisions of this Agreement that apply to the “Secured Parties.”


 


(g)          Each
party shah take such further action and execute and deliver such further documents as may be necessary or appropriate in order
to carry out the provisions and purposes of this Agreement.


 




    D-20 


     


    

 


(h)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof Each Debtor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New
York, Borough of Manhattan. Each Debtor 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 proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably \valves, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement Or the transactions contemplated hereby. If any party
shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be
reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such proceeding.


 


(i)          This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and,
all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
or other electronic transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such signature were the original thereof.


 


(j)          All
Debtors shall jointly and severally be liable for the obligations of each Debtor to the Secured Parties hereunder.


 


(k)          Each
Debtor shall indemnify, reimburse and hold harmless the Collateral Agent and the Secured Parties and their respective partners,
members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions)
(collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits,
costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing)
imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this
Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result
from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision or a court or
competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision
in the Notes, the Securities Purchase Agreement (as such term is defined in the Notes) or any other agreement, instrument or other
document executed or delivered in connection herewith or therewith.


 




    D-21 


     


    

 


(l)          Nothing
in this Agreement shall he construed to subject Collateral Agent or any Secured Party to liability as a partner in any Debtor or
any if its direct or indirect subsidiaries that is a partnership or as a member in any Debtor or any of its direct or indirect
subsidiaries that is a limited liability company, nor shall Collateral Agent or any Secured Party he deemed to have assumed any
obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Debtor or any if
its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted
for such Debtor as a partner or member, as applicable, pursuant hereto.


 


(m)          To
the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent,
approval or action of any partner or member, as applicable, of any Debtor or any direct or indirect subsidiary of any Debtor or
compliance with any provisions of any of the Organizational Documents, the Debtors hereby grant such consent and approval and waive
any such noncompliance with the terms of said documents.


 




    D-22 


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed on the day and year first above written.


 


	ACCELERATED PHARMA, INC.	 
	 	 
	By:	 
	 	 
	Name: Title:	 
	 	 
	COLLATERAL AGENT	 
	 	 
	PATRICIA WATKINS	 


 




    D-23 


     


    

 


IN WITNESS WHEREOF; the parties hereto have caused this
Security Agreement to be duly executed on the day and year first above written.


 


	ACCELERATED PHARMA,	 
	 	 
	Bv:	 
	 	 
	Name: Title:	 
	 	 
	COLLATERAL AGENT	 
	 	 
	PATRICIA WATICINS	 


 




    D-24 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE TO ACCELERATED PHARMA,


 


SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Party, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set forth on the first page of the Security Agreement. This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties named therein, shall constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


Curber international Ltd.


 




    D-25 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE TO ACCELERATED PHA RMA,


 


SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Party, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set forth on the first page or the Security Agreement. This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties named therein, shall constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


	Morris Fuchs	 
	 	 
	 	 	 
	[Print Name of Investor]	 
	 	 
	 	 
	[Signature]	 
	 	 	 


 


	Name	 	 
	 	 	 
	Title:	 	 


 


	Address:	 	 
	 	 	 
	Email:	 	 



 


	 	 
	Taxpayer ID# (if applicable): ###-##-####	 



 




    D-26 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE TO

ACCELERATED PHARMA, ENC.

SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Parry, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set faith on the first page of the Security Agreement, This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties nanted therein, shah constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


	Print Name of Investor	 
	 	 
	[Signature]	 
	 	 
	Name	 
	 	 
	Address:	 
	 	 
	Email:	 
	 	 
	Taxpayer ID (if applicable):	 


 




    D-27 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE TO

ACCELERATED PHARMA, INC.

SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Party, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set forth on the first page of the Security Agreement. This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties named therein, shall constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


	Nachum Stein	 
	 	 
	[Print Name of Investor]	 
	 	 
	[Signature]	 
	 	 
	Name:	 
	 	 
	Title:	 
	 	 
	Address:	 
	 	 
	Taxpayer lia4 (if applicable): ###-##-####	 


 




    D-28 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PACE TO

ACCELERATED l’11ARMA, INC.

SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Party, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set forth on the first page of the Security Agreement. This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties named therein, shall constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


	American European Insurance Co	 
	 	 
	[Print Name of Investor]	 
	 	 
	[Signature]	 
	 	 
	Name: Nachum Stein	 
	 	 
	Title: Chairman	 
	 	 
	Address:	 
	 	 
	Email:	 
	 	 
	Taxpayer 1D# (if applicable):  02-600005008	 


 




    D-29 


     


    

 


OMNIBUS SECURED PARTY SIGNATURE PAGE TO

ACCELERATED PHARMA, INC.

SECURITY AGREEMENT


 


The undersigned, in its capacity as a Secured Party, hereby
executes and delivers the Security Agreement to which this signature page is attached and agrees to be bound by the Security Agreement
on the date set forth on the first page of the Security Agreement. This counterpart signature page, together with all counterparts
of the Security Agreement and signature pages of the other parties named therein, shall constitute one and the same instrument
in accordance with the terms of the Security Agreement.


 


	HSI Partnership	 
	 	 
	[Print Name of Investor]	 
	 	 
	[Signature]	 
	 	 
	Name:  Nachum Stein	 
	 	 
	Title:  Chairman	 
	 	 
	Address:	 
	 	 
	Email:	 
	 	 
	Taxpayer Mt/ (if applicable):  13-3403183	 


 




    D-30 


     


    

 


Schedule A


 


Collateral Location


 


15W155 81st Street


 


Burr Ridge, II 60527


 




    D-31 


     


    

 


Schedule B


 


Permitted Liens


 


None


 




    D-32 


     


    

 


SCHEDULE C


 


Jurisdictions


 


Delaware.


 




    D-33 


     


    

 


Schedule D


 


Name of Debtor: State of Incorporation


 


1.          Accelerated
Phamca, Inc., a Delaware corporation #5531713


 


Schedule E

Trade Names


 


None


 


Schedule F

Intellectual Property


 


Exclusive Licensed Agreement between Tallikut Pharmaceuticals.
Inc. and Accelerated Pharma, Inc. of June 17, 2014 and, as amended, December 9, 2014.


 




    D-34 


     


    

 


Schedule G


 


Governmental Authority Account Debtors


 


None.


 




    D-35 


     


    

 


Schedule H


 


Pledged Securities


 


None.


 




    D-36 


     


    

 


ANNEX A


to


SECURITY


AGREEMENT


 


FORM OF ADDITIONAL DEBTOR JOINDER


 


Security Agreement dated as of December
   • 2014 made by


 


Accelerated Pharma, Inc.

and its Subsidiaries party thereto from time to time, as Debtors

to and in favor of

the Secured Parties identified therein (the “Security Agreement”)


 


Reference is made to the Seoul-hi Agreement as defined above;
capitalized terms used herein and not otherwise defined herein shah have the meanings given to such terms in; or by reference in,
the Security Agreement.


 


The undersigned hereby agrees that upon delivery of this Additional
Debtor Joiner to the Secured Parties referred to above, the undersigned shall (a) be an Addition?: Debtor under the Security Agreement.
(b) have all the rights and obligations of the Debtors under the Security Agreement as fully and to the same extent as if the undersigned
was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the
date of execution and delivery of this Additional Debtor Joinder (except to the extent such representation or warranty specifically
refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED
PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO
THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.


 


Attached hereto are supplemental and/or replacement Schedules
to the Security Agreement, as applicable.


 


Attached hereto is an original Subsidiary Guaranty executed
by the undersigned and delivered herewith.


 


An executed copy of this Additional Debtor Joinder shall be
delivered to the Secured Parties, and the Secured Parties may rely on the matters set forth Herein on or after the date hereof.
This Additional Debtor Joinder sha:1 not be modified, amended or terminated without the prior written consent of the Secured Parties.


 




    D-37 


     


    

 


IN WITNESS WHEREOF, the undersigned has caused this Joiner to
be executed in the name and on behalf of the undersigned.


 


	Name of Additional Debtor]	 
	 	 
	By:	 
	 	 
	Name: Title:	 
	 	 
	Address:	 
	 	 
	Dated:	 


 




    D-38 


     


    

 


FORM OF SUBSIDIARY GUARANTY


 


1.    Identification.


 


This Guaranty (the -Guaranty”) dated as of [REQUIRES COMPLETION], is entered into by [REQUIRES COMPLETION],
a [REQUIRES COMPLETION] corporation (“Guarantor-) for the benefit of the Collateral Agent identified below and the parties
identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”).


 


2.    Recitals.


 


2.1.          Guarantor
is a direct or indirect subsidiary of Accelerated Pharma, Inc., a Delaware corporation (“Parent”). The Lenders have
made and/or are making loans to Parent (the “Loans”). Guarantor will obtain substantial benefit from the proceeds of
the Loans.


 


2.2.          The
Loans are and will be evidenced by certain Secured Convertible Promissory Notes (collectively, “Note” or the “Notes”)
issued by Parent on, about or after the date of this Guaranty pursuant to those certain Securities Purchase Agreements dated at
or about the date hereof (“Securities Purchase Agreements”). The Notes issued on the Closing Date are further described
on Schedule A hereto and were and or will be executed by Parent as “Borrower” for the benefit of each Lender as the
“Holder” thereof


 


2.3.          In
consideration of the Loans made and to be made by Lenders to Parent and for other good and valuable consideration, and as security
for the performance by Parent of its obligations under the Notes and as security for the repayment of the Loans and all other sums
due from Debtor to Lenders arising under the Notes (collectively, the “Obligations”) Guarantor, for good and valuable
consideration, receipt of which is acknowledged, has agreed to enter into this Guaranty.


 


2.4.          The
Lenders have appointed Patricia Watkins as Collateral Agent pursuant to that certain Security Agreement dated at or about the date
of this Agreement (“Security Agreement”), among the Lenders and Collateral Agent.


 


2.5.          Upper
case terms employed but not defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined in
the Securities Purchase Agreement).


 


3.    Guaranty.


 


3.1.          Guaranty.    Guarantor
hereby unconditionally and irrevocably guarantees; jointly and severally with any other guarantor of the Obligations, the punctual
payment, performance and observance when due; whether at stated maturity; by acceleration or otherwise, of all of the Obligations
now or hereafter existing, whether for principal, interest (including, without limitation, all interest that accrues after the
commencement of any insolvency, bankruptcy or reorganization of Parent; whether or not constituting an allowed claim in such proceeding),
fees, commissions, expense reimbursements, liquidated damages, indemnifications or otherwise arising under the Notes, Security
Agreement, or any other Transaction Document (as defined in the Securities Purchase Agreement) (such obligations, to the extent
not paid by Parent being the “Guaranteed Obligations” and included in the definition of Obligations), and agrees to
pay any and all reasonable costs, fees and expenses (including reasonable counsel fees and expenses) incurred by Collateral Agent
and the Lenders in enforcing any rights under the Guaranty set forth herein. Without limiting the generality of the foregoing,
Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by
Parent to Collateral Agent and the Lenders, but for the fact that they are unenforceable or not allowable due to the existence
of an insolvency, bankruptcy or reorganization involving Parent.


 




    D-39 


     


    

 


3.2.          Guaranty
Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights
of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations,
irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is
joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not
a contract of surety, and to the extent permitted by law, shah be irrevocable, absolute and unconditional irrespective of, and
Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(a)        any
lack of validity of the Notes or any agreement or instrument relating thereto;


 


(b)        any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to Parent or otherwise;


 


(c)        any
taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of
or consent to departure from any other guaranty, for all or an)’ of the Guaranteed Obligations;


 


(d)        any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent;
or


 


(e)        any
other circumstance (including, without :imitation, any statute of limitations) or any existence of or reliance on any representation
by Collateral Agent or the Lenders that might otherwise constitute a defense available to, or a discharge of, Parent or any other
guarantor or surety.


 


This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise
be returned by Collateral Agent, the Lenders or any other entity upon the insolvency, bankruptcy or reorganization of the Parent
or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), all as though such payment had not been
made.


 




    D-40 


     


    

 


3.3.          Waiver.
Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that Collateral Agent or the Lenders exhaust any right or take any action against
any Borrower or any other person or entity or any Collateral. Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated herein and that the waiver set forth in this Section 3.3 is knowingly made in contemplation
of such benefits. Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 


3.4.          Continuing
Guaramx: Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of the
indefeasible cash or other payment in full of the Guaranteed Obligations , (b) be binding upon Guarantor, its successors and assigns,
and (0) inure to the benefit of and be enforceable by the Lenders and their successors, pledgees, transferees and assigns. Without
limiting the generality of the foregoing clause (0), any Lender may pledge, assign or otherwise transfer all or any portion of
its rights and obligations under this Guaranty (including, without limitation, all or any portion of its Notes owing to it) to
any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Collateral
Agent or Lender herein or otherwise.


 


3.5.          Subrogation.
Guarantor will not exercise any rights that it may now or hereafter acquire against the Collateral Agent or any Lender or other
guarantor (if any) that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under
this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification,
whether or not such claim, remedy or right arises in equity or under contract, state or common law, including, without limitation,
the right to take or receive from the Collateral Agent or any Lender or other guarantor (if any), directly or indirectly, in cash
or other property or by set-off or in any other manner, payment or security solely on account of such claim; remedy or right, unless
and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid
in full.


 


3.6.          Maximum
Obligations. Notwithstanding any provision herein contained to the contrary, Guarantor’s liability with respect to the Obligations
shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed by Lenders from
Guarantor without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under any applicable state
Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.


 


4.    Miscellaneous.


 


4.1.          Expenses.
Guarantor shall pay to the Lenders, on demand, the amount of am’ and all reasonable expenses, including, without limitation,
reasonable attorneys’ fees, reasonable legal expenses and reasonable brokers’ fees, which the Lenders may incur in
connection with exercise or enforcement of any the rights, remedies or powers of the Lenders hereunder or with respect to any or
all of the Obligations.


 




    D-41 


     


    

 


4.2.          Waivers.
Amendment and Remedies. No course of dealing by the Lenders and no failure by the Lenders to exercise, or delay by the Lender in
exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall
preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Lenders. No amendment,
modification or waiver of any provision of this Guaranty and no consent to any departure by Guarantor therefrom, shall, in any
event, be effective unless contained in a writing signed by the Guarantor and the Majority in Interest (as such term is defined
in the Security Agreement) or Lenders against whom such amendment, modification or waiver is sought, and then such waiver or consent
shah be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers of
the Lenders, not only hereunder, but also under any other Transaction Documents and under applicable law are cumulative, and may
be exercised by the Lenders from time to time in such order as the Lenders may elect.


 


4.3.          Notices.         All
notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and;
unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (c) delivered by a reputable overnight courier service with charges prepaid, or (d) transmitted by
hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be Riven hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below if delivered on a Business Day during normal business hours, or the first Business Day
following such delivery (if delivered other than on a Business Day during normal business hours), (ii) on the first Business Day
following the date deposited with an overnight courier service with charges prepaid, or (iii) on the fifth Business Day following
the date of mailing pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


	To Guarantor3 to:	Accelerated Pharma, Inc.
	 	15W155 81st Street
	 	Burr Ridge, IL 60527
	 	Fax:(630)325-4179
	 	Attn: Michael Fonstein, CEO
	 	 
	With a copy by fax only to	 
	(which shall not constitute notice):	Polsinelli PC
	 	161 N. Clark Avenue, Suite 4200
	 	Chicago, IL 60601
	 	Attn: Teddy C. Scott, Jr., Ph.D.
	 	Fax: (312) 873-2913


 




    D-42 


     


    

 


	To the Collateral Agent:	Patricia Watkins
	 	230 Park Avenue, Suite 539
	 	New York, NY 10169
	 	Fax:(212)867-6204
	To Lenders:	To the addresses and telecopier numbers set forth on Schedule A


 


Any party may change its address by written notice in accordance
with this paragraph.


 


4.4.          Term:
Binding Effect. This Guaranty shall (a) remain in full force and effect until payment and satisfaction in full of all of the Guaranteed
Obligations; (b) be binding upon Guarantor and its successors and permitted assigns; and (c) inure to the benefit of the Lenders
and their respective successors and assigns. All the rights and benefits granted by Guarantor to the Collateral Agent and Lenders
hereunder and other agreements and documents delivered in connection therewith are deemed granted to both the Collateral Agent
and Lenders. Upon the payment in full of the Guaranteed Obligations, (i) this Guaranty shall terminate and (ii) the Lenders will,
upon Guarantor’s request and at Guarantor’s expense, execute and deliver to Guarantor such documents as Guarantor shall
reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.


 


4.5.          Captions.
The captions of Paragraphs, Articles and Sections in this Guaranty have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other significance whatsoever.


 


4.6.          Governing
Law; Venue: Severability. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law. Any legal action or proceeding against Guarantor with respect to this
Guaranty may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and,
by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this
Guaranty brought in the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in an inconvenient forum. If any provision of this
Guaranty, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other
provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof shall
be severable and the remaining, •valid provisions shall remain of full force and effect. This Guaranty shall be deemed an
unconditional obligation of Guarantor for the payment of money and, without limitation to any other remedies of Lenders, may be
enforced against Guarantor by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement
to which Lenders and Guarantor are parties or which Guarantor delivered to Lenders, which may be convenient or necessary to determine
Lenders’ rights hereunder or Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether or not
such other document or agreement was delivered together herewith or was executed apart from this Guaranty. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding- in connection with this
Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law, Guarantor irrevocably appoints Parent its true and lawful
agent for service of process upon whom all processes of Ian’ and notices may be served and given in the manner described
above; and such service and notice shall be deemed valid personal service and notice upon Guarantor with the same force and validity
as if served upon Guarantor,


 




    D-43 


     


    

 


4.7.          Satisfaction
of Obligations. For all purposes of this Guaranty, the payment in ful: of the Obligations shall be conclusively deemed to have
occurred when the Obligations Have been paid pursuant to the terms of the Notes and the Securities Purchase Agreements.


 


4.8.          Counterparts/Execution,
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shal: constitute but one and the same instrument.
This Agreement may be executed by facsimile signature and delivered by electronic transmission.


 


THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


 




    D-44 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed and delivered
this Guaranty, as of the date first written above.


 


“GUARANTOR”


 


This Guaranty Agreement may be signed by
facsimile signature and

delivered by confirmed facsimile transmission.


 




    D-45 


     


    

 


SCHEDULE A TO GUARANTY


 




    D-46 


     


    

 


ANNEX B

to

SECURITY

AGREEMENT


 


THE COLLATERAL AGENT


 


1            Appointment. The Secured Parties (all capitalized terms
used herein and not otherwise defined shall have the respective meanings provided in the Security Agreement to which this Annex
B is attached (the “Agreement”), by their acceptance of the benefits of the Agreement, hereby designate Patricia Watkins
(“Collateral Agent”) as the Collateral Agent to act as specified herein and in the Agreement. Each Secured Party shall
be deemed irrevocably to authorize the Collateral Agent to take such action on its behalf under the provisions of the Agreement
and any other Transaction Document (as such term is defined in the Notes) and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof and
such other powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder by or through
its agents or employees.


 


2            Nature of Duties. The Collateral Agent shall have no duties
or responsibilities except those expressly set forth in the Agreement. Neither the Collateral Agent nor any of its partners, members,
shareholders, officers, directors, employees or agents shall be liable for any action taken or omitted by it as such under the
Agreement or hereunder or in connection herewith or therewith, be responsible for the consequence of any oversight or error of
judgment or answerable for any loss, unless caused solely by its or their gross negligence or willful misconduct as determined
by a final judgment (not subject to further appeal) of a court of competent jurisdiction. The duties of the Collateral Agent shall
be mechanical and administrative in nature; the Collateral Agent shall not have by reason of the Agreement or any other Transaction
Document a fiduciary relationship in respect of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction
Document, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations
in respect of the Agreement or any other Transaction Document except as expressly set forth herein and therein.


 


3            Lack of Reliance on the Collateral Agent. Independently
and without reliance upon the Collateral Agent, each Secured Party, to the extent it deems appropriate, has made and shall continue
to make (i) its own independent investigation of the financial condition and affairs of the Company and its subsidiaries in connection
with such Secured Party’s investment in the Debtors, the creation and continuance of the Obligations, the transactions contemplated
by the Transaction Documents, and the taking or not taking of any action in connection therewith, and (ii) its own appraisal of
the creditworthiness of the Company and its subsidiaries, and of the value of the Collateral from time to time, and the Collateral
Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Secured Party with any credit,
market or other information \Yid: respect thereto, whether coming into its possession before any Obligations are incurred or at
any time or times thereafter. The Collateral Agent shall not be responsible to the Debtors or any Secured Party for any recitals,
statements, information, representations or warranties herein or in any document, certificate or other -writing delivered in connection
herewith, or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency
of the Agreement or any other Transaction Document, or for the financial condition of the Debtors or the value of any of the Collateral,
or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions
of the Agreement or any other Transaction Document, or the financial condition of the Debtors, or the value of any of the Collateral,
or the existence or possible existence of any default or Event of Default under the Agreement, the Notes or any of the other Transaction
Documents.


 




    D-47 


     


    

 


4            Certain Rights of the Collateral Agent. The Collateral
Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent
practical, the Collateral Agent shall request instructions from the Secured Parties with respect to any material act or action
(including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or
refrain From acting in accordance with the instructions of Secured Parties holding a majority in principal amount of Notes (based
on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite
the Collateral Agent’s request therefor, the Collateral Agent shall be entitled to refrain from such act or taking such action,
and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to
be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person or entity by reason of so refraining.
Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Collateral Agent as
a result of the Collateral Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any
other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions
given to, the Collateral Agent pursuant to the foregoing and (b) the Collateral Agent shall not be required to take any action
which the Collateral Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to
this Agreement, the Transaction Documents or applicable law,


 


5            Reliance. The Collateral Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing: resolution, notice: statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other document or telephone message signed, sent or made by the proper person or entity,
and, with respect to all legal markers pertaining to the Agreement and the other Transaction Documents and its duties thereunder,
upon advice of counsel selected by it and upon all other matters pertaining to this Agreement and the other Transaction Documents
and its duties thereunder, upon advice of other experts selected by it. Anything to the contrary notwithstanding, the Collateral
Agent shall have no obligation whatsoever to any Secured Party to assure that the Collateral exists or is owned by the Debtors
or is cared for, protected or insured or that the liens granted pursuant to the Agreement have been properly or sufficiently or:
awfully created, perfected, or enforced or are entitled to any particular priority.


 




    D-48 


     


    

 


6            Indemnification. To the extent that the Collateral Agent
is not reimbursed and indemnified by the Debtors, the Secured Parties will jointly and severally reimburse and indemnify the Collateral
Agent, in proportion to their initially purchased respective principal amounts of Notes, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against the Collateral Agent in performing its duties hereunder or under the Agreement
or any other Transaction Document, or in any way relating to or arising out of the Agreement or any other Transaction Document
except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction to have resulted
solely from the Collateral Agent’s own gross negligence or willful misconduct. Prior to taking any action hereunder as Collateral
Agent, the Collateral Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is
necessary to protect the Collateral Agent for costs and expenses associated with taking such action.


 


7            7. Resignation by the Collateral Agent


 


		(a)	The Collateral Agent may resign from the performance of
all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 5 days’ prior
written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon
the appointment of a successor Collateral Agent pursuant to clauses (b) and (c) below.



 


		(b)	Upon any such notice of resignation, the Secured Parties,
acting by a Majority in Interest, shall appoint a successor Collateral Agent hereunder.



 


		(c)	If a successor Collateral Agent shall not have been so
appointed within said 5-day period, the Collateral Agent shall then appoint a successor Collateral Agent who shall serve as Collateral
Agent until such time, if any, as the Secured Parties appoint a successor Collateral Agent as provided above. If a successor Collateral
Agent has not been appointed within such 5-day period, the Collateral: Agent may petition any court of competent jurisdiction
or may inter-plead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Collateral Agent, and
all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated
therewith, shall be payable by the Debtors on demand.



 


8              Rights with respect to Collateral. Each Secured Party agrees
with all other Secured Parties and the Collateral Agent (i) that it shall not, and shall not attempt to, exercise any rights with
respect to its security interest in the Collateral, whether pursuant to any other agreement or otherwise (other than pursuant to
this Agreement), or take or institute any action against the Collateral Agent or any of the other Secured Parties in respect of
the Collateral or its rights hereunder (other than any such action arising from the breach of this Agreement) and (ii) that such
Secured Party has no other rights with respect to the Collateral: other than as set forth in this Agreement and the other Transaction
Documents. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral: Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After
any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including
this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.


  




    D-49 


     


    




 


Exhibit
E


Form of Investor Questionnaire




 


ACCREDITED INVESTOR QUESTIONNAIRE

IN CONNECTION WITH INVESTMENT IN NOTES AND WARRANTS

OF ACCELERATED PHARMA, INC.,

A DELAWARE CORPORATION

PURSUANT TO SECURITIES PURCHASE AGREEMENT DATED DECEMBER ___, 2014


 


	TO:	Palladium Capital Advisors, LLC	 
	 	230 Park Avenue, Suite 539	 
	 	New York, NY 10169	 
	 	Fax: (646) 390-6328	 


 


INSTRUCTIONS


 


PLEASE ANSWER ALL QUESTIONS.
If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to all
questions. Attach additional sheets if necessary to complete your answers to any item.


 


Your answers will be
kept strictly confidential at all times. However, Palladium Capital Advisors, LLC (the “Company”) may present this Questionnaire
to such parties as it deems appropriate in order to assure itself that the offer and sale of securities of the Company will
not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation of the securities
laws of any state.


 


	1.	Please provide the following information:


 


	Name: 	 


 


	Name of additional purchaser: 	 


(Please complete information in Question 5)


 


	Date of birth, or if other than an individual, year of organization or incorporation:
	 
	 
	 
	 


 


	2.	Residence address, or if other than an individual, principal office address:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


	Telephone number:	 


 


	Social Security Number:	 


 




    E-1 


     


    

  


	Taxpayer Identification Number: 	 


 


	3.	Business address:	 


 


	 
	 
	 


 


	Business telephone number:	 


 


	4.	Send mail to:	Residence _____	Business ______


 


5.          With
respect to tenants in common, joint tenants and tenants by the entirety, complete only if information differs from that above:


 


	Residence address:	 


 


 





 



 


 





 



  


	Telephone number:	 


 


	Social Security Number:	 


 


	Taxpayer Identification Number:   	 


 


	Business address:	 


 


	 
	 
	 


 


	Business telephone number:	 


 


	Send Mail to:	Residence _______	Business _______


 


6.          Please
describe your present or most recent business or occupation and indicate such information as the nature of your employment, how
long you have been employed there, the principal business of your employer, the principal activities under your management or supervision
and the scope (e.g. dollar volume, industry rank, etc.) of such activities:


	 
	 
	 
	 
	 
	 


 




    E-2 


     


    

  


7.          Please
state whether you (i) are associated with or affiliated with a member of the Financial Industry Regulatory Association, Inc. (“FINRA”),
(ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market),
or (iii) have made a subordinated loan to any FINRA member:


 


	_______	______
	Yes	No


 


If you answered yes to any of (i) — (iii) above,
please indicate the applicable answer and briefly describe the facts below:


 





 



 





 



 





 



 


8A.           Applicable
to Individuals ONLY. Please answer the following questions concerning your financial condition as an “accredited investor”
(within the meaning of Rule 50: of Regulation D). If the purchaser is more than one individual, each individual must initial an
answer where the question indicates a “yes” or “no” response and must answer any other question fully, indicating
to which individual such answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated
for the couple as a whole:


 


8.1           Does
your net worth* (or joint net worth with your spouse) exceed $1,000,000?


 


	_______	______
	Yes	No


 


8.2Did you have an individual income** in
excess of 5200,000 or joint income together with your spouse in excess of 5300,000 in each of the two most recent years and
do you reasonably expect to reach the same income level in the current year?


 


	_______	______
	Yes	No


 


8.3           Are
you an executive officer of the Company?


 


	_______	______
	Yes	No


 


* For purposes hereof, net worth shall be deemed
to include ALL of your assets, liquid or illiquid MIYLTS any liabilities.


 


** For purposes hereof, the
term “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes,
but rather includes certain items of income which are deducted in computing “adjusted gross income”. For investors who
are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such investor
in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income”
for purposes hereof. For investors who are self-employed, “income” is generally construed to mean total revenues received
during the calendar year minus significant expenses incurred in connection with earning such revenues.


 




    E-3 


     


    

 


8.B       Applicable
to Corporations, Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:


 


The purchaser is an accredited investor because the purchaser
falls within at least one of the following categories (Check all appropriate lines):


 


	 	___	(i) a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
	 	 	 
	 	___	(ii) a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
	 	 	 
	 	___	(iii) an insurance company as defined in Section 203) of the Act;
	 	 	 
	 	___	(iv) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business development company as defined in Section 2(a)(48) of the Investment Act;
	 	 	 
	 	___	(v) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;
	 	 	 
	 	___	(vi) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;
	 	 	 
	 	___	(vii) an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors;
	 	 	 
	 	___	(viii) a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
	 	 	 
	 	___	(ix) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
	 	 	 
	 	___	(x) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;


 




    E-4 


     


    

  


	 	___	(xi) an entity in
    which all of the equity investors are persons or entities described above     (“accredited investors”). ALL
    EQUITY OWNERS MUST COMPLETE “EXHIBIT A” ATTACHED HERETO.


 


9.A          Do you have sufficient knowledge and
experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing
in the Company?


 


	_______	______
	Yes	No


 


ANSWER QUESTION 9B ONLY IF THE ANSWER TO QUESTION
9A WAS “NO.”


 


9.B        If the answer to Question 9A was “NO,”
do you have a financial or investment adviser (a) that is acting in the capacity as a purchaser representative and (b) who has
sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated
with investing in the Company?


 


	_______	______
	Yes	No


 


If you have a financial or investment
adviser(s), please identify each such person and indicate his or her business address and telephone number in the space below.
(Each such person must complete, and you must review and acknowledge, a separate Purchaser Representative Questionnaire which will
be supplied at your request).


 


 





 



 


 





 



 


10.         You
have the right, will be afforded an opportunity, and are encouraged to investigate the Company and review relevant factors and
documents pertaining to the officers of the Company, and the Company and its business and to ask questions of a qualified representative
of the Company regarding this investment and the properties, operations, and methods of doing business of the Company.


 


Have you or has your purchaser
representative, if any, conducted any such investigation, sought such documents or asked questions of a qualified representative
of the Company regarding this investment and the properties, operations, and methods of doing business of the Company?


 


	_______	______
	Yes	No


 


	If so, briefly describe:	 


 


 


 



 


If so, have you completed your investigation and/or
received satisfactory answers to your questions?


 


	_______	______
	Yes	No


 


11.         Do
you understand the nature of an investment in the Company and the risks associated with such an investment?


 


	_______	______
	Yes	No


 




    E-5 


     


    

  


12.         Do
you understand that there is no guarantee of any financial return on this investment and that vou will be exposed to the risk of
losing your entire investment?


 


	_______	______
	Yes	No


 


13.         Do
you understand that this investment is not liquid?


 


	_______	______
	Yes	No


 


14.         Do
you have adequate means of providing for your current needs and personal contingencies in view of the fact that this is not a liquid
investment?


 


	_______	______
	Yes	No


 


15.         Are
you aware of the Company’s business affairs and financial condition, and have you acquired all such information about the Company
as you deem necessary and appropriate to enable you to reach an informed and knowledgeable decision to acquire the Interests?


 


	_______	______
	Yes	No


 


16.         Do
you have a “pre-existing relationship” with the Company or any of the officers of the Company?


 


	_______	______
	Yes	No


 


(For purposes hereof; “pre-existing
relationship” means any relationship consisting of personal or business contacts of a nature and duration such as would enable
a reasonably prudent investor to be aware of the character, business acumen, and general business and financial circumstances of
the person with whom such relationship exists.)


 


If so, please name the individual or other person
with whom you rave a pre-existing relationship and describe the relationship:


  


 





 



 


 





 



 


 




    E-6 


     


    

  


17.         Exceptions
to the representations and warranties made in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none”
— if left blank, the response will be deemed to be “none”): _______________________


 


 


 






 


Dated: ________________, 2014


 


If purchaser is one or more individuals (all individuals
must sign):


 


 





 



(Type or print name of prospective purchaser)


 


 





 



Signature of prospective purchaser


 


 





 



Social Security Number


 


 





 



(Type or print name of additional purchaser)


 


 





 



Signature of spouse, joint tenant, tenant in common
or other signature, if required


 


 





 



Social Security Number


 




    E-7 


     


    

  


Annex A


 


Definition of Accredited Investor


 


The securities
will only be sold to investors who represent in writing in the Securities Purchase Agreement that they are accredited investors,
as defined M Regulation U. Rule 501 under the Act which definition is set forth below:


 


1.          A
natural person whose net worth, or joint net worth with spouse, at the time of purchase exceeds $1 million (excluding home); or


 


2.          A
natural person whose individual gross income exceeded S200,000 or whose joint income with that person’s spouse exceeded S300,000
in each of the last two years, and who reasonably expects to exceed such income level in the current year; or


 


3.          A
trust with total assets in excess of 85 million, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person described in Regulation D; or


 


4.          A
director or executive officer of the Company; or


 


5.          The
investor is an entity, all of the owners of which are accredited investors; or


 


6.          (a)
bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the Act, (b) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance
Company as defined in Section 2(13) of the Act, (d) an investment Company registered under the Investment Company Act of :940 or
a business development Company as defined in Section 2(a)(48) of such Act, (c) a Small Business Investment Company licensed by
the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) an
employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a
state or its political subdivisions, if such plan has total assets in excess of 85 in on, (g) an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Securities Act of 1974, and the employee benefit plan has assets in excess
of $5 million, or the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, that is either
a bank, savings and loan institution, insurance Company, or registered investment advisor, or, if a self-directed plan, with an
investment decisions made solely by persons that are accredited investors, (h) a private business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940, or (i) an organization described in Section 501(c)(3) of the Internal
Revenue code, corporation, Massachusetts or similar business :rust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with assets in excess of $5 million.


 




    E-8 


     


    

  


EXHIBIT “A” TO ACCREDITED INVESTOR
QUESTIONNAIRE


 


ACCREDITED CORPORATIONS, PARTNERSHIPS,
LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITLES INITIALING QUESTION 313(xi) MUST PROVIDE THE FOLLOWING INFORMATION.


 


I hereby certify that set forth
below is a complete list of a:I equity owners in __________________________ [NAME OF ENTITY], a _________________________ [TYPE
OF ENTITY] formed pursuant to the laws of the State of ___________________. I also certify that EACH SUCH OWNER HAS INITIALED
THE SPACE OPPOSITE HIS OR HER NAME and that each such owner understands that by initialing: that space he or she is representing
that he or she is an accredited individual investor satisfying the test for accredited individual investors indicated under “Type
of Accredited Investor.”


 


	 	 
	 	signature of authorized corporate officer, general partner or trustee


 


	 	Name
    of Equity Owner	 	Type
    of Accredited Investor l
	 	 	 	 
	1.	 	 	 
	 	 	 	 
	2.	 	 	 
	 	 	 	 
	3.	 	 	 
	 	 	 	 
	4.	 	 	 
	 	 	 	 
	5.	 	 	 
	 	 	 	 
	6.	 	 	 
	 	 	 	 
	7.	 	 	 
	 	 	 	 
	8.	 	 	 
	 	 	 	 
	9.	 	 	 
	 	 	 	 
	10.	 	 	 


  





 








		1	Indicate which Subparagraph of 8.1 - 8.3 the equity owner
satisfies.



 



    E-9 


     


    

    





Exhibit F


Second Waiver and Consent







 


SECOND AMENDMENT, WAIVER AND CONSENT


 


This Second Amendment,
Waiver and Consent (“Second Consent”) is made and entered into as of October ___, 2015, by and among Accelerated Pharma,
Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior
Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the
meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms
defined herein shall be incorporated in the Transaction Documents, as appropriate.


 


WHEREAS, the Company and
Prior Purchasers identified on Schedule A entered into Securities Purchase Agreements (“Securities Purchase Agreements”)
and other Transaction Documents (collectively, “Transaction Documents”) dated as of December 23, 2014, May 8, 2015
and June 11, 2015; and


 


WHEREAS, the Transaction
Documents were previously amended and certain consents and waivers were granted pursuant to a certain Amendment, Waiver and Consent
entered into as of May 8, 2015; and


 


WHEREAS, the Company issued
to the Prior Purchasers Secured Convertible Notes (“Prior Notes”) and Warrants (the “Prior Warrants”);
and


 


WHEREAS, the Company intends
to sell secured convertible notes (“Proposed Offering Notes”) and Common Stock purchase warrants (“Proposed Offering
Warrants”) for an aggregate purchase price of $500,000 (the “Proposed Offering”) as set forth in certain securities
purchase agreement and related transaction documents (collectively, “Proposed Offering Securities Purchase Agreement”
and “Proposed Offering Transaction Documents”), dated at or after the date of this Consent, between the Company and
the purchasers thereto (“Proposed Offering Purchasers”), and the exhibits and schedules attached thereto; and


 


WHEREAS, in connection
with the Proposed Offering, the Prior Purchasers are entitled to certain rights; and


 


WHEREAS, in connection
with the Proposed Offering, the Company and Prior Purchasers agree to the following amendments, waivers, and consents, which amendments,
waivers and consents shall be effective, the approval of a Majority in Interest which shall be binding on all Prior Purchasers,
and only upon the closing of the Proposed Offering (“Effective Date”).


 


NOW, THEREFORE, the Company
and Prior Purchasers hereby agree as follows:


 


1.          The definition of Public Company
Date shall be amended to mean not later than the 150th day after the Qualified Offering has been consummated.


 


2.          The definition of “Qualified
Offering” in Section 1.1 of the Securities Purchase Agreements is deleted and replaced with the following:


 




    F-1 


     


    

 


““Qualified Offering”
means the first occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection
with which the Company receives not less than $5,000,000 of gross cash proceeds from the sale of Common Stock on or before March
31, 2016 by Palladium Capital Advisors, LLC pursuant to the terms of an investment banking agreement between the Company and Palladium
Capital Advisors, LLC, and thereafter by the Company or other placement agent until the Maturity Date (as defined in the Note)
accelerated or otherwise.”


 


3.          Section 5.5 of the Securities Purchase
Agreement is deleted and replaced with the following:


 


“Amendments; Waivers.
Except with respect to the Amended and Restated Security Agreement, no provision of this Agreement nor any other Transaction Document
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company
and the Purchasers holding at least a majority in interest (“Majority in Interest”) of the component of the
affected Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement nor any other Transaction
Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement thereof, nor shall any delay or omission of any party to exercise any right thereunder in any
manner impair the exercise of any such right. For purposes of determining a Majority in Interest with respect to the Prior Offering
Notes, the holders of Prior Notes and Proposed Offering Notes shall be aggregated. A Majority in Interest with respect to the Amended
and Restated Security Agreement shall mean a majority based on the aggregate of the Prior Purchasers and Proposed Offering Purchasers.”


 


4.          In connection with the Proposed Offering,
the Purchasers waive the prohibition on the Company from engaging in Subsequent Equity Sales as defined in Section 4.9 of the Securities
Purchase Agreements.


 


5.          Section 4.10 of the Securities Purchase
Agreements will be deleted in its entirety and replaced with the following:


 


“4.10 Equal Treatment of
Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or Proposed Offering Transaction
Documents (which means the Proposed Offering by the Company of $500,000 (“Proposed Offering”) in secured convertible
notes (“Proposed Offering Notes”), and Common Stock purchase warrants (“Proposed Offering Warrants”) pursuant
to the terms of the securities purchase agreement (“Proposed Offering Securities Purchase Agreement”) dated at or after
the date of this Agreement but before November 30, 2015 and other transaction documents (“Proposed Offering Transaction Documents”))
unless the same or substantially similar consideration is also offered, mutatis mutandis, on a ratable basis to all of the
parties to this Agreement and the Proposed Offering Securities Purchase Agreement. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the
Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.”


 




    F-2 


     


    

 


6.          Section 2(e) of the Prior Notes will
be deleted in its entirety and replaced with the following:


 


“(e) Pari Passu. Except
as otherwise set forth herein, all payments made on this Note, the Other Notes, the other Prior Notes, and the Proposed Offering
Notes and all actions taken by the Borrower with respect to this Note, the Other Notes, the other Prior Notes and Proposed Offering
Notes, including but not limited to Mandatory Conversion, if such action may or must be taken with respect to this Note, Other
Notes, the Other Prior Notes or Proposed Offering Notes, shall be made and taken pari passu with respect to this Note, the
Other Notes, the other Prior Notes. Notwithstanding anything to the contrary contained herein or in the Transaction Documents,
it shall not be considered non-pari passu for a Holder, Other Holder, Holder of Other Prior Notes or Proposed Note Holder to elect
to receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares of Common Stock to such
electing Holder, Other Holder, Holder of other Prior Notes or Proposed Note Holder.”


 


7.          Section 8(a)xxi of the Note shall
be deleted in its entirety and replaced with the following: “the occurrence of an Event of Default under any Other Note,
any other Prior Note or any Proposed Offering Note.”


 


8.          Section 1(c) of the Amended and Restated
Security Agreement is deleted in its entirety and replaced with the following:


 


“(c) “Majority in Interest”
means, at any time of determination, the holders of a majority (based on then-outstanding principal amounts and accrued interest
of Notes at the time of such determination) of the Notes, Notes issued by the Company on May 8, 2014 and June 11, 2015 on substantially
similar terms as the Notes (except as to conversion price and Warrant exercise price) and Proposed Offering Notes.”


 


9.          The undersigned consents to the Company
completing the Proposed Offering pursuant to the terms of this Second Consent.


 


10.          The undersigned represents to the
Company that it is the holder of the Prior Notes and Prior Warrants in the amounts set forth on Schedule A hereto, it has
not sold, transferred or otherwise assigned any of the Prior Notes and Prior Warrants and it has the authority to enter into and
deliver this Consent.


 


11.          The Company represents
that Schedule A hereto identifies all of the holders and sets forth the amounts as of the closing date of the Proposed Offering
of all of the securities issued or issuable pursuant to the Securities Purchase Agreements and that the Transaction Documents have
not been previously amended nor any waiver of any term thereof granted by any party thereto other than as set forth in the Amendment
Waiver and Consent and in this Second Consent.


 


12.          This Second Consent may be executed
in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.
This Second Consent may be signed and delivered by facsimile or electronically and such facsimile or electronically signed and
delivered Second Consent shall be enforceable.


 


13.          This Second Consent shall be included
in the definition of Transaction Documents as such term is defined in the Securities Purchase Agreements.


 




    F-3 


     


    

 


14.          Sections 5.4, 5.5, 5.12 and 5.21
of the Securities Purchase Agreements are incorporated herein by reference.


 


15.          The parties acknowledge that this
Second Consent is being entered into for the benefit of the Proposed Offering Purchasers and who are hereby made third party beneficiaries
of this Second Consent with rights of enforcement until the sooner of the abandonment of the Proposed Offering or October 30, 2015.
This Second Consent may not be amended without the consent of such investors described in the Securities Purchase Agreement to
the Proposed Offering, which consent may be withheld for any reason.


 


16.          Except as expressly
set forth herein, this Second Consent shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction
Documents or of any right, power or remedy of the Purchaser, or constitute a waiver of any provision of the Transaction
Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in
connection therewith and any other agreement to which the Purchaser may be parties to, in each case whether arising before or after
the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the Purchaser reserves
all rights, remedies, powers, or privileges available under the Transaction Documents and any other agreement to which the
Purchaser may be parties to, at law or otherwise. This Second Consent shall not constitute a novation or satisfaction and
accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection
therewith and any other agreement to which the Purchaser may be a party to.


 


(Signatures to follow)


 




    F-4 


     


    

 


IN WITNESS WHEREOF, the Company and the undersigned
Prior Purchasers have caused this Second Consent to be executed as of the date first written above.


 


	 	ACCELERATED PHARMA, INC.
	 	the “Company”
	 	 	 
	 	By:	 


 


“PRIOR PURCHASER”


 


Name of Prior Purchaser: ______________________________________________________________


 


Signature of Authorized Signatory of Prior
Purchaser: _______________________________________


 


Name of Authorized Signatory: ___________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________














 




    F-5 


     


    

 


Exhibit A


List of Prior Purchasers


 


[Vintage-forthcoming
over the weekend]


 






    F-6 


     


    

  


Schedule 3.1(a) 


Subsidiaries


 


Axeler,
1),LC, a Russian limited liability company which is one hundred percent (100%) owned by the Company


 




    F-7 


     


    

 


Schedule 3.1(g)

Capitalization


 


	Authorized Capital:	5,000,000
	 	 
	Common Stock:	4,000,000, $0.00001 par value per share
	 	 
	Preferred Stock:	1,000,000 $0.0001 par value per share - undesignated


 


See attached Capitalization Table


 


Options, Warrants and other Commitments to
issue Shares of Stock (also reflected attached Capitalization Table:


 


1.          Placement
Agent Agreement dated September 16, 2014, as amended (the "Placement Agent Agreement") between Palladium Capital Advisors,
LLC ("Palladium") and the Company. Pursuant to the Placement Agent Agreement, the Company is obligated to issue to Palladium
a series of warrants as contemplated by Section 4 of the Placement Agent Agreement. These warrants will have a nominal exercise
price, and by this reference, these warrants and the stock issued upon exercise will each be an "Exempt Issuance" for
purposed of the Agreement, the Notes, and the Warrants.


 


2.          The
Agreement contemplates and the Company is obligated to conduct subsequent offering of its securities.


 


3.          The
150,000 shares of common stock owned by Palladium is subject to performance vesting pursuant to that certain Restricted Stock Award
Agreement dated as of September 16, 2014 between Palladium and the Company.


 


4.          Prior
Offering Notes


 


5.          Prior
Offering Warrants


 


6.          Compensation
payable to Palladium in connection with the Offering.


 


7.          See
Schedule 3.I(o).


 


8.          2016
Stock Option Plan for 184,940 shares of common stock attached hereto.


 




    F-8 


     


    

 


Schedule
3.1(b)

Balance Sheet 


 


Attached


 




    F-9 


     


    

 


Schedule 3.1(0


Material Changes; Undisclosed Events, Liabilities
or Developments


 


None.


 




    F-10 


     


    

 


Schedule 3.1(o)

Intellectual Property


 


Exclusive Licensed Agreement between Tallikut
Pharmaceuticals, Inc and Accelerated Phamia, Inc. of June :7, 20:4 and, as amended, December 9, 2014 and as of February :6, 2015,
copies of which are attached hereto. In connection with the February 16, 20:5 amendment, the Company issued to Tall'kut Phamiaceuticals
80,000 shares of common stock, and a warrant for 80,000 shares of common stock.


 




    F-11 


     


    

 


Schedule
3.1(q)

Employment Agreements


 


None.


 




    F-12 


     


    

 


Schedule 3.1(r)

Finder Fees


 


I.           The
Company is obligated to pay Palladium various and significant fees pursuant to the Placement Agent Agreement in connection
with the transaction contemplated by the Transaction Documents.


 




    F-13 


     


    

 


Schedule 4.5


Use of Proceeds


 


The Company will use the proceeds of the offering
for general working capita: purposes.


 




    F-14