Exhibit 4.4


 


Execution Version


 


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


 


Original Issue Date: June 7, 2022


 


Original Principal Amount: $


 


Purchase Price: $


 


ORIGINAL
ISSUE DISCOUNT SENIOR SECURED


 


CONVERTIBLE
PROMISSORY NOTE


 


DUE
JUNE 7, 2024


 


THIS ORIGINAL ISSUE DISCOUNT
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Optimus Healthcare Services, Inc.,
a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company” or the “Borrower”),
having its principal place of business at 1400 Old Country Road, Suite 306, Westbury, NY 11590, designated as its Original Issue Discount
Senior Secured Convertible Promissory Note due June 7, 2024 (the “Note”).


 


FOR VALUE RECEIVED, the Company
promises to pay to ____ or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder,
the principal sum of $ and any other sums due hereunder on June 7, 2024 (the “Maturity Date”), or such earlier date
as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note in accordance with the provisions hereof. 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:


 


“Bankruptcy
Event” means any of the following events: (a) the Company 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 the Company, (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement,
(c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) the Company 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) the Company makes a general assignment for the benefit of creditors, (f)
the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts or (g) the
Company, 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.


 






    -1-


     


    

 


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


 


“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 the New York Federal Reserve Bank is closed.


 


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


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (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 the Company, by contract or otherwise) of in excess
of fifty percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Note), (b) the Company
merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect
to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty-one percent (51%) of the
aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially
all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty-one
percent (51%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or
within a twelve month 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 the Company of an agreement to which the Company 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 issuable upon conversion of this Note in accordance with the terms hereof.


 


“Distribution”
shall have the meaning set forth in Section 5(c).


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated
damages and other amounts owing to the Holder in respect of this Note, (c) 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 the Company believes,
in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (d) there
is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares
issuable pursuant to the Transaction Documents (including upon conversion of the outstanding principal amount of the Note), (e) there
is no existing Event of Default or no existing event which, with the passage of time or the giving of notice, would constitute an Event
of Default, (f) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d)
herein, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that
has not been consummated, (h) the Holder is not in possession of any information provided by the Company that constitutes, or may constitute,
material non-public information, and (i) a registration statement as contemplated by the Registration Rights Agreement is effective.


 


“Late Fees”
shall have the meaning set forth in Section 2(d).


 


“Mandatory
Default Amount” means either, at the Holder’s discretion (i) the conversion of the outstanding principal amount of this
Note, and, at the Holder’s election, all accrued and unpaid interest hereon, converted at the Alternate Conversion Price, or (ii)
the payment of 100% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to, for both
(i) and (ii) above, the payment in cash of all other amounts, costs, expenses and liquidated damages due in respect of this Note. In the
event the Holder makes the election described in (i) above but does not elect to receive Conversion Shares in respect of all accrued and
unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date the Conversion
Shares are required to be delivered to the Holder.


 






    -2-


     


    

 


“Mandatory
Prepayment Amount” means, with respect to any repayment in cash, at any time with respect to any principal amount, the sum of
(a) one hundred fifteen percent (115%) of the sum of the outstanding principal amount at such time and all accrued interest hereon unpaid
at such time, and (b) all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages
and other amounts due to the Holder or any other Purchaser Party in respect of this Note or any other Transaction Document.


 


“Nevada
Courts” shall have the meaning set forth in Section 8(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 Note, as set forth on the first page hereof, regardless of any transfers
of any Note and regardless of the number of instruments which may be issued to evidence such Note.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of June 7, 2022 among the Company and the original Holder, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Purchase
Rights” shall have the meaning set forth in Section 5(c).


 


“Required
Minimum” means, as of any date, the number of shares of Common Stock that equals the aggregate number of shares of Common Stock
as shall be issuable (taking into account the adjustments of Section 5) upon the conversion of the then outstanding principal
amount of this Note and payment of interest hereunder. The initial reserve shall be 2,200,000 shares of Common Stock for all Notes issued
on the Original Issue Date.


 


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


 


Section 2. Interest,
Prepayment, Redemption, and Mandatory Prepayment Provisions.


 


a)
Payment of Interest in Cash. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding principal
amount of this Note at the rate of nine percent (9%) per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning
on the first such date after the Original Issue Date, on each Conversion Date (as to that principal amount then being converted), on each
Optional Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each such date, an “Interest
Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding
Business Day), in cash. Upon the occurrence of an Event of Default, the Company shall pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note at the rate of twenty percent (20%) per annum.


 


b)
Interest Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods,
and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued
and unpaid interest, liquidated damages and other amounts which may become due hereunder has been made. Interest shall cease to accrue
with respect to any principal amount converted, provided that, the Company actually delivers the Conversion Shares within the time period
required by Section 4(c)(ii) herein. Interest hereunder will be paid to the Person in whose name this Note is registered on the
records of the Company regarding registration and transfers of this Note (the “Note Register”).


 


c)
All overdue accrued and unpaid interest to be paid hereunder shall incur a late fee at an interest rate equal to the lesser of 20% per
annum (the “Late Fees”) or the maximum rate permitted by applicable law, which shall accrue daily from the date such
interest is due hereunder through and including the date of actual payment in full


 






    -3-


     


    

 


d)
Optional Redemption at the Election of Company.


 


		(i)	Provided that the Company has satisfied all of the Equity Conditions and subject to the provisions of
this Section 2(e), at any time after the Original Issue Date, the Company may deliver a notice to the Holder (an “Optional Redemption
Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall be cured by the applicable Optional
Redemption, and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable
election to redeem some or all of the then outstanding principal or interest amount of this Note for cash in an amount equal to the Optional
Redemption Amount as provided on Schedule 2(e) hereto (the “Optional Redemption Amount”) on the 20th Trading
Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date”, such 20-Trading Day period,
the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption
Amount as determined in accordance with Schedule 2(e), is payable in full on the Optional Redemption Date. The Company may only effect
an Optional Redemption if each of the Equity Conditions shall have been met, the Company has provided the Holder with proof of funds to
defease the principal, interest, and any redemption premium due pursuant to the applicable Optional Redemption, and there is an effective
registration statement covering the Conversion Shares on each Trading Day during the period commencing on the Optional Redemption Notice
Date through to the Optional Redemption Date and through and including the date payment of the Optional Redemption Amount is actually
made in full. If any of the Equity Conditions shall cease to be satisfied at any time during the Optional Redemption Period, then the
Holder may elect to nullify the Optional Redemption Notice by notice to the Company within 10 Trading Days after the first day on which
any such Equity Condition has not been met (provided that if, by a provision of the Transaction Documents, the Company is obligated to
notify the Holder of the non- existence of an Equity Condition, such notice period shall be extended to the tenth Trading Day after proper
notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. The Company covenants
and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the
date all amounts owing thereon are due and paid in full. The Company’s determination to pay an Optional Redemption in cash shall
be applied ratably to all of the holders of the then outstanding Notes based on their (or their predecessor’s) initial purchases
of Notes pursuant to the Purchase Agreement.



 


		(ii)	Optional Redemption Procedure. Subject to this Section 2(e), the payment of cash pursuant to an
Optional Redemption shall be payable on the Optional Redemption Date. If any portion of the payment pursuant to an Optional Redemption
shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of
20% per annum or the maximum rate permitted by applicable law until such amount is paid in full (the “Optional Redemption Interest
Rate”). Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount, as applicable,
remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such
Optional Redemption, as applicable, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption,
the Company shall have no further right to exercise such Optional Redemption (for the avoidance of doubt, in the event that the Holder
elects to invalidate such Optional Redemption, no further Optional Redemption Interest payments described in this Section 2(e) shall be
due by the Company.



 


		(iii)	Holder’s Right to Convert
Following Receipt of Optional Redemption Notice. The Holder shall be allowed at its option and upon written notice to the Company
(1) to convert all or any outstanding portion of the Note, including principal, accrued interest and penalties into Conversion Shares
through the date all amounts owing thereon are due and paid in full or (2) to convert all or any outstanding portion of the Note, including
principal, accrued interest and penalties into shares of a to-be-issued class of Convertible Preferred Stock based on the Conversion Price,
as adjusted, set forth in this Note, through the date all amounts owing thereon are due and paid in full.



 






    -4-


     


    

 


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 the Company of this Note, the Company and any agent of the
Company 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 the Company nor any such agent
shall be affected by notice to the contrary. The Company shall update the Note Register to reflect permitted transferees and assignees
of the Note.


 


Section 4. Conversion.


 


a)
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 the Company a Notice of Conversion, the
form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal
amount of this Note, and amount of accrued and unpaid interest (if any), to be converted and the date on which such conversion shall be
effected (such date, the “Conversion Date”). No ink-original Notice of Conversion shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. 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 the Company unless the entire principal
amount of this Note, plus all accrued and unpaid interest thereon, 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 the Company
shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection
to any Notice of Conversion within one Business Days of delivery of such Notice of Conversion, stating the basis of such objection and
citing the relevant Section of the Note upon which such objection is based. In the event of any dispute or discrepancy, the Company and
the Holder shall work to resolve such dispute or discrepancy to the mutual satisfaction of both parties. 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. Except as expressly set forth herein, the conversion price in effect on any Conversion Date shall be equal to
$1.00, subject to adjustment herein (the “Conversion Price”).


 


c)
Mechanics of Conversion.


 


i.
Conversion Shares Issuable Upon Conversion of Principal Amount. 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 and any accrued and unpaid
interest, including interest to be converted by (y) the Conversion Price.


 


i.
Delivery of Certificate Upon Conversion. Not later than two Trading Days after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the
Conversion Shares representing the number of Conversion Shares being acquired upon the conversion of this Note, which, on or after the
date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company
has received an opinion of counsel to such effect, which such opinion must be acceptable to the Holder in its sole and absolute discretion
(which opinion the Company shall be responsible for obtaining at its sole cost and expense) shall be free of restrictive legends and trading
restrictions, representing the number of Conversion Shares being acquired upon the conversion of this Note. All certificate or certificates
required to be delivered by the Company under this Section 4(c) shall be delivered electronically through the Depository Trust Company
or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion
Shares are eligible to be sold under Rule 144 without the need for current public information, or there is no registration statement in
effect covering the Conversion Shares, the Conversion Shares shall bear a restrictive legend in the following form, as appropriate:


 


“THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 






    -5-


     


    

 


Notwithstanding the
foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information
requirements, the Company, upon request and at the sole cost and expense of the Company, shall obtain a legal opinion that is acceptable
to the Holder in its sole and absolute discretion, to allow for such sales under Rule 144. A bank check shall accompany toe Certificates
in the amount of accrued and unpaid interest (unless the Holder has elected to receive Conversion Shares for the accrued and unpaid interest).


 


ii.
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 the
Company at any time on or before its receipt of such certificate or certificates, to rescind such Notice of Conversion, ab initio, in
which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return
to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.


 


iii.
Obligation Absolute; Partial Liquidated Damages. The Company’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 the Company 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 the Company to the Holder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the
Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or
all of the outstanding principal or interest amount hereof, the Company 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 Regulation, Contractual Obligation 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. If the injunction is not granted, the Company shall promptly comply with all conversion obligations herein. If the injunction
is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of one hundred fifty percent (150%) 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 and the proceeds of which shall be payable to the Holder to the extent it obtains
judgment. In the absence of seeking such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly
noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section
4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of principal amount being converted $5 per Trading Day (increasing to $10 per Trading Day on the third (3rd) Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered
or Holder rescinds such conversion. Nothing herein shall limit the Holder’s right to pursue actual damages or declare an Event of
Default pursuant to Section 6 hereof for the Company’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.


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to
the Holder, if the Company 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’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 the Company 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 the Company 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, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, 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 the Company’s failure to timely deliver certificates
representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 






    -6-


     


    

 


v.
Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out
of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 200% of the Required Minimum
(to be adjusted monthly) for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each 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 Note). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly
issued, fully paid and nonassessable.


 


vi.
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, the Company 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.


 


vii.
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, the Company 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 the Company 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 the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax
has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 


d)
Holder’s Conversion Limitations. The Company 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) (such Persons, “Attribution Parties”)) 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 and Attribution Parties shall include the number of shares of Common Stock issuable
upon conversion of this Note or any portion 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 or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  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 Attribution Parties) and the portion of principal amount (and accrued but unpaid interest) of this Note that 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 the portion
of principal amount of this Note (and, if applicable, accrued and unpaid interest) that 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 the Company each time it delivers
a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company 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) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more
recent written notice delivered by the Company or the Company’s transfer agent to the Holder setting forth the number of shares
of Common Stock outstanding.  Upon the written or oral request of the Holder, the Company shall within one Trading Day 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 the Company, including this Note,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be [4.99%] 9.99% 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 upon not less than sixty-one (61) days’ prior written notice to the Company increase or decrease 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 increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is
delivered to the Company. 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.


 






    -7-


     


    

 


Section 5. Certain
Adjustments.


 


a)
Stock Dividends and Stock Splits. If the Company, 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 the Company upon conversion of, or payment of interest
on, the Note), (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 the Company, 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 the Company) outstanding immediately
before such event, and of which the denominator shall be 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.


 


b)
Subsequent Equity Sales. If, at any time while this Note 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 the Base Conversion Price. The provisions of this Section 3(d) shall not operate to increase the 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. For the avoidance of doubt, if the Company engages in an
at-the-market offering, the Company shall be deemed to have issued Common Stock at the lowest sale price at which the Common Stock was
sold in such offering. 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, exercise
price or exchange rate (or other price) at which such securities may be converted into or exchangeable or exercised for. The Company shall
notify the Holder in writing, no later than 1 Business 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 (as adjusted in accordance with Section
5)(a)) 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(a) and Section 5(b) above,
if at any time the Company 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 grant, 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).


 


d)
Pro Rata Distributions. During such time as this Note is outstanding, if the Company 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 limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Note, then, in each such case, the Holder shall 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 shall 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).


 






    -8-


     


    

 


e)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of all or substantially all of its assets in one transaction
or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or
(iv) the Company effects any reclassification 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 (in any such case, 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
same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of 1 share of Common Stock (the “Alternate
Consideration”). 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 1 share of Common Stock
in such Fundamental Transaction, and the Company 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. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the Obligations of the Company, 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 capital 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 the Company and shall assume all of the Obligations of the Company with the same effect as if such Successor Entity had been named
as the Company herein. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity
in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s
right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(e) and insuring
that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.


 


f)  
Most Favored Nation. So long this Note is outstanding, upon any issuance by the Company of any new security, with any term that
the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security
that the Holder reasonably believes was not similarly provided to the Holder in this Note, then (i) the Holder shall notify the Company
of such additional or more favorable term within three (3) Business Days of the issuance or amendment (as applicable) of the respective
security, or if later, within three (3) Business Days of the Company providing holder written notice of the transaction accompanied by
copies of the definitive transaction documents, and (ii) such term, at Holder’s option, shall become a part of this Note (regardless
of whether the Company or Holder complied with the notification provision of this Note or the Purchase Agreement). The types of terms
contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing
conversion or exercise discounts, conversion or exercise lookback periods, and discounts to the Effective Price Per Share of an Offering.
If Holder elects to have the term become a part of this Note, then the Company shall immediately deliver acknowledgment of such adjustment
in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”) within one (1) Business Day of Company’s
receipt of request from Holder (the “Adjustment Deadline”), provided that Company’s failure to timely provide
the Acknowledgement shall not affect the automatic amendments contemplated hereby.


 






    -9-


     


    

 


g)
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 the Company) issued and
outstanding.


 


h)
Notice to the Holder.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5,
the Company 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. Notwithstanding anything in this Section 5 to the contrary, no adjustment pursuant
to this Section 5 shall increase the Conversion Price.


 


ii.
Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other restricted
payment) in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (C) the Company 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 the Company shall be
required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is
converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company 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, or the date on which the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company was authorized, 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 any such
reclassification, consolidation, merger, sale, transfer, share exchange, or voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, provided that the 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. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K or if it is not subject to the reporting requirements of
the Commission, a press release. 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.


 


Section 6. 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 amount of the Note or (B) interest, liquidated damages and other amounts owing to the
Holder on the 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 an interest payment or other default under clause (B) above, is not cured within five
(5) Trading days);


 






    -10-


     


    

 


ii.
the Company shall fail to observe or perform any other covenant or agreement contained in the Note (other than a breach by the Company
of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause (xi) below) which
failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such failure sent
by the Holder to the Company and (B) five (5) Trading Days after the Company has become or should have become aware of such failure;


 


iii.
a breach, default, event of default or the failure observe or perform any covenant or agreement (subject to any grace or cure period provided
in the applicable agreement, document or instrument) shall occur under (A) any of the Transaction Documents or (B) any other material
agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (v) below);


 


iv.
the Company experiences a Material Adverse Effect;


 


v.
any Person shall breach any agreement delivered to the initial Holder pursuant to Section 2.2 of the Purchase Agreement;


 


vi.
any representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto or
any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect
in any material respect (or, to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in
any respect) as of the date when made or deemed made;


 


vii.
the Company or any Subsidiary shall default on any of its obligations under any agreement, mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced,
any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation
greater than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


viii.
the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) shall be subject to a Bankruptcy
Event;


 


ix.
(A) the Common Stock shall not be eligible for listing or quotation for trading, or has been suspended from listing or quotation, on its
Principal Market and shall not resume listing or quotation for trading thereon or on any other Trading Market (other than OTC Pink) within
three (3) Trading Days, (B) the transfer of shares of Common Stock through the Depository Trust Company System is no longer available
or “chilled”, or (C) the Company’s failure to comply with any rules or regulations of its Principal Market;


 


x.
the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of fifty percent
(50%) of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control
Transaction);


 


xi.
the Company shall fail for any reason to deliver certificates to the Holder prior to the third Trading Day after a Conversion Date or
the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention
to not honor requests for conversions of the Note in accordance with the terms hereof;


 


xii.
the Company fails to be in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable);


 


xiii.
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Borrower or any
Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000 individually or in the aggregate,
and any such levy, seizure or attachment shall not be set aside, bonded or discharged within forty-five (45) days after the date thereof;


 






    -11-


     


    

 


xiv.
any monetary judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their respective
property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of forty-five (45) calendar days;


 


xv.
prior to the payment in full and satisfaction of the owed under this Note, any security interest and Lien purported to be created by any
Transaction Document shall cease to be in full force and effect, or shall cease to give the Holders, the Liens, rights, powers and privileges
purported to be created and granted under such Transaction Documents (including a perfected first priority security interest in and Lien
on all of the Collateral thereunder (except as otherwise expressly provided in such Transaction Document)) in favor of the Holders, or
shall be asserted by the Company or any Affiliate(s) not to be a valid, perfected, first priority (except as otherwise expressly provided
in this Agreement or any such Transaction Document) security interest in or Lien on the Collateral covered thereby;


 


xvi.
the Company shall enter into any transaction or arrangement structured in accordance with, based
upon, or related or pursuant to, in whole or in part, Section 3(a)(l0) of the Securities Act;


 


xvii.
the Company shall enter into a Variable Rate Transaction;


 


xviii.
any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose,
or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public
information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s public
disclosure of such information on that same date;


 


xix.
the Initial Registration Statement (as defined in the Registration Rights Agreement) shall not have been filed by the Filing Date;


 


xx.
if, during the Effectiveness Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration
Statement lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration
Rights Agreement) under the Registration Statement for a period of more than 20 consecutive Trading Days or 30 non-consecutive Trading
Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition
or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the
Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto
which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 consecutive
Trading Days during any 12 month period pursuant to this Section;


 


b)
Remedies Upon Event of Default. If any Event of Default occurs, at the Holder’s election (i) the outstanding principal amount
of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration,
shall become immediately due and payable in cash pursuant to clause (ii) of the definition of Mandatory Default Amount, or (ii) the outstanding
principal amount of this Note, and, if elected by the Holder, all accrued and unpaid interest hereon, shall be converted into share of
Common Stock at the Alternate Conversion Price pursuant to clause (i) of the definition of Mandatory Default Amount. In the event the
Holder makes the election described in clause (ii) of this Section above, but does not elect to receive Conversion Shares in respect of
all accrued and unpaid interest on the Note, all accrued and unpaid interest shall be paid to the Holder in cash no later than the date
the Conversion Shares are required to be delivered to the Holder. Commencing on the occurrence of any Event of Default and for as long
an Event of Default is not cured, the interest rate on this Note as set forth in Section 2 above shall accrue at a rate equal to
20% per annum. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed
by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company 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 shall have all rights as a holder of the Note until
such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon; and in addition to any other rights and remedies available to the Holder in an
Event of Default, the Conversion Price in effect on any Conversion Date shall be equal to the Alternate Conversion Price, subject to adjustment
herein, without any notice or any action taken by the Holder. The Borrower shall pay the Holder hereof costs of collection, including
reasonable attorneys’ fees.


 






    -12-


     


    

 


Section 7 Negative
Covenants. As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent,
the Company shall not, and shall not permit any of its subsidiaries (whether or not a Subsidiary on the Original Issue Date) to, directly
or indirectly:


 


a)
except for Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money
of any kind, including, but not limited to, a guarantee, 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;


 


b)
except for 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;


 


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 Holder;


 


d)
except for Permitted Indebtedness, repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number
of shares of its Common Stock or Common Stock Equivalents other than as to (i) the Conversion Shares as permitted or required under the
Transaction Documents and (ii) repurchases of Common Stock or Common Stock Equivalents of departing officers and directors of the Company,
provided that such repurchases shall not exceed an aggregate of $100,000 for all officers and directors during the term of this Note;


 


e)
repay, repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness, other than the Liabilities, and other than regularly
scheduled principal and interest payments of Permitted Indebtedness as such terms are in effect as of the Original Issue Date, provided
that such payments shall not be permitted if, at such time, or after giving effect to such payment, any Event of Default exist or occur;
provided that neither the Company nor any of its Subsidiaries shall make any cash payment in respect of the Indebtedness issued pursuant
to the Additional Note Financing or the Subsequent Financing, until the full and final payment in cash of the Liabilities;


 


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


 


g)
enter into any transaction with any Affiliate of the Company 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
the Company (even if less than a quorum otherwise required for board approval);


 


h)
sell, lease or otherwise dispose of any significant portion of its assets or acquire any assets or business on or after the Original Issue
Date;


 


i)
make or suffer to exist any Investments using any proceeds from the Holder or any of its Affiliates (including without limitation, loans
and advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership
or joint venture, except for: (i) Investments in cash and cash equivalents; and (ii) Investments in Subsidiaries that have guaranteed
the Liabilities and joined the Security Agreement as a debtor pursuant to Section 4.24(b) of the Purchase Agreement;


 


j)
use any proceeds from the Holder or any of its Affiliates to pay any liquidated damages, penalties, fees or other amounts that may be
due and payable under the Note;


 


k)
file any registration statement with respect to any securities other than Registrable Securities (as defined in the Registration Rights
Agreement) after the date hereof, or otherwise cause such securities to become registered with the SEC or under any state securities laws;


 


l)
enter into any agreement with respect to any of the foregoing;


 






    -13-


     


    

 


m)  fail to use
the proceeds of the Note as provided for in the Transaction Documents, including being engaged in operations involving the financing of
any investments or activities in, or any payments to, any Sanctioned Person;


 


n)
directly or indirectly (including through agents, contractors, trustees, representatives or advisors) (a) be in violation of any Sanctions
Law or engage in, or conspire or attempt to engage in, any transaction evading or avoiding any prohibition in any sanction law, (b) be
a sanctioned person or derive revenues from investments in, or transactions with Sanctioned Persons, (c) have any assets located in Sanctioned
Jurisdictions, (d) deal in, or otherwise engage in any transactions relating to, any property or interest in property blocked pursuant
to any regulation administered or enforced by OFAC or (e) fail to comply with any material regulations or contractual obligations applicable
to it or fail to obtain or comply with any material permits.


 


Section 8. Miscellaneous.


 


a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by [receipt acknowledged electronic mail] or sent by a nationally
recognized overnight courier service, addressed to the Company, at the email address or mailing address set forth on its signature page
hereto, or such other facsimile number, electronic mail or address as the Company may specify for such purposes by notice to the Holder
delivered in accordance with this Section 8(a). Any and all notices or other communications or deliveries to be provided by
the Company hereunder shall be in writing and delivered personally, by electronic mail, or sent by a nationally recognized overnight courier
service addressed to the Holder at the email address, facsimile number or address of the Holder appearing on the books of the Company,
or if no such email address or facsimile number or address appears on the books of the Company, at the principal place of business of
such Holder, as set forth in the Purchase Agreement, or such other electronic mail or address as the Holder may specify for such purposes
by notice to the Company delivered in accordance with this Section 8(a). Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
electronic mail prior to 5:30 p.m. (New York City time) on any Trading Day if receipt be acknowledged, (ii) the next Trading Day after
the date of transmission, if such notice or communication is delivered via electronic mail on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day if receipt be acknowledged, (iii) the second Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, receipt acknowledged or (iv) upon actual receipt by the party
to whom such notice is required to be given.


 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, 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 the Company.
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, the Company 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 the Company.


 


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 Nevada, 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 Clark County, Nevada (the “Nevada
Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Nevada 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 Nevada Courts, or such Nevada Courts are improper
or 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 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 jury 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 shall 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.


 






    -14-


     


    

 


e)
Waiver. Any waiver by the Company 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 the Company
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 the Company 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.
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. The Company 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 the
Company 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 the Company (to the extent it may
lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will 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.


 


g)
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Note shall
be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in
equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s
right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company
covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts
set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts
to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such
breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Note.


 


h)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business 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)  
Secured Obligation. The obligations of the Company under this Note are secured by all assets of the Company and each Subsidiary
pursuant to the Amended and Restated Security Agreement, dated as of June 7, 2022 between the Company, the Subsidiaries of the Company
and the Secured Parties (as defined therein)


 


k)
Payment of Collection; Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without duplication),
any other right to reimbursement under this Note or any other Transaction Document, (i) this Note is placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (ii) there occurs any bankruptcy, reorganization, receivership of the
Company or other Proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay all
out-of-pocket costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other Proceeding, including, but not limited to, attorneys’ fees and disbursements


 


(Signature Pages Follow)


 






    -15-


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	OPTIMUS HEALTHCARE SERVICES, INC.
	 	 	 
	 	By:	
	 		Name: 	Marc Wiener                         
	 	 	Title:	Chief Executive Officer
	 	Mailing Address for Notices:
	 	1400 Old Country Road – Suite 306
	 	Westbury, NY 11590
	 	 
	 	Email Address for delivery of Notices:
	 	mwiener@theoptimushealthcare.com
	 	Facsimile No. for delivery of Notices:



 






    -16-


     


    

 


ANNEX A - NOTICE OF CONVERSION


 


The undersigned hereby elects
to convert principal (and, if applicable, accrued and unpaid interest) under the Original Issue Discount Senior Secured Convertible Promissory
Note due June 7, 2024 of Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), into shares of common
stock (the “Common Stock”) or Convertible Preferred Stock, of the Company 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 the Company 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 the Company that its ownership of the Common Stock does not exceed the amounts
specified under Section 4(d) of this Note, as determined in accordance with such Section.


 


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 Information


 


Date to Effect Conversion: _____________________________________   


 


Outstanding Principal Before Conversion: _____________________________________ 


 


Outstanding Interest Before Conversion: _____________________________________ 


 


Principal Amount of Note to be Converted: _____________________________________ 


 


Interest Amount of Note to be Converted: _____________________________________  


 


Conversion Price Calculations:


 


Total Shares of Common Stock to be Issued: 


 


Outstanding Principal After Conversion: _____________________________________   


 


Outstanding Interest After Conversion: _____________________________________   


 


	DWAC Instructions	Physical Delivery
	 	 
	Broker:	 
	 	 
	DTC#:	Issue to:
	 	 
	Account:	Address:
	 	 
	Account Name:	 



 


	Entity Name: 	 	 
	Signatory Name:	 	 
	Title:	 	 
	Signature:  	 	 



 






    -17-


     


    

 


Schedule 1


 


CONVERSION SCHEDULE


 


This Original Issue Discount Senior Secured Convertible
Promissory Note due on June 7, 2024 in the original principal amount of $__________ is issued by Optimus Healthcare Services, Inc., a
Florida corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Note.


 


Dated:


 


	
     

     

    Date of Conversion

     

    (or for first entry, Original Issue Date)

     
	
     

     

    Amount of Conversion

     
	
     

     

    Aggregate Principal Amount Remaining Subsequent
    to Conversion

     

    (or original Principal Amount)

     
	
     

     

    Company Attest

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     

	
     

     

     

     
	
     

     

     

     
	
     

     

     

     
	
     

     

     

     



 






    -18-


     


    

 


Schedule 2(e)


 


OPTIONAL REDEMPTION AMOUNT


 


Subject to compliance
with Section 2(e) of this Note, and subject to the Holder’s right under Section 2(e) at Holder’s option and upon written
notice to the Company to convert all or any portion of this Note, including outstanding principal, accrued interest and penalties, as
applicable, through the date all amounts owing thereon are due and paid in full into Conversion Shares or shares of the Company’s
to-be-issued series of Convertible Preferred Stock, in each case based on the Conversion Price, as adjusted, the Company may redeem any
portion of the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance
with the following formulae: if the Company exercises its right to redeem the Note, the Company shall make payment to the Holder of (i)
an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y)
110%, if such voluntary redemption occurs on or before June 19, 2022, (ii) an amount in cash equal to the product of (x) the sum of the
principal amount of this Note and any accrued and unpaid interest and (y) 115%, if such voluntary prepayment occurs after June 19, 2022
and before July 19, 2022, (iii) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued
and unpaid interest and (y) 120%, if such voluntary prepayment occurs after July 19, 2022 and before August 19, 2022, (iv) an amount in
cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 125%, if such
voluntary prepayment occurs after August 19, 2022 and before September 19, 2022, (v) an amount in cash equal to the product of (x) the
sum of the principal amount of this Note and any accrued and unpaid interest and (y) 130%, if such voluntary prepayment occurs after September
19, 2022 and before the Maturity Date.


 


 


-19-