Exhibit
10.3


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2022, by and between H-Cyte, Inc., a Nevada
corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a
“Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section
5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue
and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


WHEREAS,
the Company has advised the Purchasers that they have filed to effectuate a 1,000-1 Reverse Stock Split which is awaiting FINRA approval.
This Agreement takes the Reverse Stock Split into account unless otherwise indicated.


 


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 the Purchaser agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the words and terms defined elsewhere in this Agreement, for all purposes of this Agreement, 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 5.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.10.


 


“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.


 


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


 


“Closing
Date” means the Trading 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 Purchaser’s obligations to pay the Subscription Amount and (ii) the
Company’s obligations to deliver the Securities to be issued and sold, in each case, have been satisfied or waived, but in no
event later than the second Trading Day following the date hereof.


 


“Common
Stock” means the common stock of the Company, par value $0.001 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.


 


“Conversion
Price” means the price at which the Purchaser may convert the Notes to Common Stock which shall be equal to a 25% discount to the
average closing price for the five (5) days prior to conversion.


 




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


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.19.


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock, restricted stock units or options, and the underlying shares of Common
Stock to consultants, employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose,
by a majority of the non- employee members of the Board of Directors or a majority of the members of a committee of non-employee directors
established for such purpose for services rendered to the Company, (b) securities issued upon the exercise or exchange of or conversion
of any Securities issued hereunder and/or other securities issuable pursuant to existing agreements, exercisable or exchangeable for
or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price
or conversion price of such securities (other than in connection with stock dividends, stock splits or combinations) or to extend the
term of such securities, (c) securities issued pursuant, acquisitions or strategic transactions approved by a majority of the directors
of the Company, provided that any such issuance shall only be to a Person (or to the equity holders 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
which shall reasonably be expected to provide to the Company additional benefits, 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,
(d) securities issued pursuant to any purchase money equipment loan or capital leasing arrangement, purchasing agent or debt financing
from a commercial bank or similar financial institution, (e) securities issued pursuant to any presently outstanding warrants or this
Agreement; and (f) securities upon a stock split, stock dividend or subdivision of the Common Stock and shares of common stock in a public
offering;


 


“Face
Value” means the Subscription Amount as described in the Notes.


 


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


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.8.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.27.


 


“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable
and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications, and patent
disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof,
(b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed names and
corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations, and renewals in connection
therewith, (d) all trade secrets under applicable state laws and the common law and know-how (including formulas, techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans
and proposals), (e) all computer software (including source code, object code, diagrams, data and related documentation), and (f) all
copies and tangible embodiments of the foregoing (in whatever form or medium).


 


“Licensed
Intellectual Property Agreement” means all licenses, sublicenses, agreements and permissions (each as amended to date) that any
third party owns and that the Company uses, including off- the-shelf software purchased or licensed by the Company.


 




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


 


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


 


“Notes”
means the 15% Promissory Notes issued to the Purchaser, in the form of Exhibit A attached hereto.


 


“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.


 


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


 


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


 


“Public
Offering” shall mean a public offering by the Company that results in a listing of the Company’s Common Stock on a national
securities exchange.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 5.8.


 


“Registrable Securities” shall mean the Warrant
Shares.


 


“Regulation
FD” means Regulation FD promulgated by the SEC pursuant to the Exchange Act, as such Regulation may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such
Regulation


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.4.


 


“Rule
144” means Rule 144 promulgated by the SEC 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 SEC having substantially the same purpose and effect as such Rule.


 


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


 


“Securities” means the Notes and the Conversion Shares.


 


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


 


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


 


“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Note purchased hereunder as specified below the 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.


 






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“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.


 


“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 on which the Common Stock is listed or quoted for trading on the date in
question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTCQB, the OTCQX, or the OTC Pink Marketplace (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, and any other documents or agreements executed in connection with the
transactions contemplated hereunder, including, but not limited to, the documents referenced in Section 2.2(a).


 


“Transfer
Agent” means IssuerDirect and any successor transfer agent of the Company.”


 


ARTICLE
II.


PURCHASE
AND SALE





 


2.1
Closing. On the Closing Dates, 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 each Purchaser, severally and not
jointly, agrees to purchase an aggregate of Notes with a Face Value listed on the Purchaser’s signature page. On the Closing Date,
the Purchaser shall deliver to the Company a signed copy of the Transaction Documents and, via wire transfer, immediately available funds
equal to the Purchaser’s Subscription Amount. After receipt of the Subscription Amount, the Company shall deliver to the Purchaser
countersigned copies of the Transaction Documents. Upon satisfaction of the closing conditions set forth in Section 2.3, the Closing
shall occur at the Company’s offices or such other location as the parties shall mutually agree.


     


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


 (ii) a Note in the principal amount of $100,000 registered in the name of the Purchaser;


 


(iii)
a Board Consent approving the issuance of the Notes and the execution of the Transaction Documents listed above on behalf of the Company.


 


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


 


 (i) this Agreement duly executed by the Purchaser; and


 


(ii)
the Purchaser’s Subscription Amount by wire transfer to the Company.


 






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2.3
Closing Conditions.


 


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


 


 (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser 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 Purchaser required to be performed at or prior to the Closing Date shall have been performed; and


 


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


 


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


 


(i)
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and 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 delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and  


 


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



 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES OF COMPANY


 


The
Company hereby makes the following representations and warranties to each Purchaser as of the date hereof:


 


3.1
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.


 




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3.2
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals. Subject to obtaining the Required Approvals, this Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


3.3
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) subject to the Required Approvals, 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, or (ii) conflict with, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon
any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a Material Adverse Effect.


 


3.4
Filings, Consents and Approvals. Except as set forth on Schedule 3.4, 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) blue sky filings or a Form D filing and (ii) such filings as are required to be made under applicable state
securities laws (the “Required Approvals”).


 


3.5
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 Shares, when issued upon conversion of the Notes will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock issuable
pursuant to the conversion of the Notes.


 






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3.6 Capitalization.
The capitalization of the Company is as set forth on Schedule 3.6. Except as set forth in Schedule 3.6, the Company
has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the
exercise of employee stock awards under the Company’s equity incentive plans, the issuance of shares of Common Stock to
employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common
Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any
right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.6, as a result of the purchase and sale of the
Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, 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 or capital stock of any Subsidiary. The issuance and sale of the Securities will not
obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser)
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. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding
shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board
of Directors or others is required for the issuance and sale of the Securities. There are no stockholders’ agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the
knowledge of the Company, between or among any of the Company’s stockholders.


 


3.7
Subsidiaries. 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.


 


3.8
Financial Statements. The consolidated financial statements of the Company, together with the related notes and schedules, present
fairly, in all material respects, the consolidated financial position of the Company and any of its Subsidiaries as of the dates indicated
and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified
and have been prepared in compliance with United States generally accepted accounting principles (“GAAP”) applied
on a consistent basis during the periods involved.


 


3.9
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements: (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred
in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared
or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company equity incentive plans. Other than as disclosed on Schedule 3.9, except for the issuance of
the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists
or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,
properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the
date that this representation is made.


 


3.10
Litigation. Except as disclosed in the Company’s SEC filings, there is no action, suit, inquiry, notice of violation, proceeding
or investigation, inquiry or other similar proceeding of any federal or state government unit 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 issuance
of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. The Company has no reason to believe that an Action will be filed against it in the future. 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 for fraud or breach of fiduciary duty. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation or inquiry by the SEC involving the Company or any current or former director or officer
of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed
by the Company or any Subsidiary under the Securities Act, and the Company has no reason to believe it will do so in the future.


 




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3.11
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 effort is underway to unionize or organize
the employees of the Company or any Subsidiary. 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. There is no workmen’s compensation liability matter, employment-related charge, complaint, grievance, investigation, inquiry
or obligation of any kind pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by the
Company or its Subsidiaries of any law, regulation or contract that could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 


3.12
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.


 


3.13
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 




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3.14
Regulatory Permits. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,
authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any
Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or
permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries
or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting
or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or
any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects,
individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company
or any of its Subsidiaries.


 


3.15
Title to Assets. Subject to the Liens of the outstanding secured senior debt, the Company and the Subsidiaries have good and marketable
title in fee simple to all personal property owned by them that is material to the business of the Company and the Subsidiaries. The
Company owns no 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.


 


3.16
Intellectual Property.


 


(i)
Subject to the Liens of the outstanding secured senior debt, to the Company’s knowledge, the Company owns or possesses or has the
right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property necessary
for the operation of the business of the Company as presently conducted.


 


(ii)
To the Company’s knowledge, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise come
into conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate
a likelihood of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation, or conflict (including any claim that the Company must license or refrain from using any Intellectual
Property rights of any third party). To the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated,
or otherwise come into conflict with, any Intellectual Property rights of the Company.


 


(iii)
With respect to each Licensed Intellectual Property Agreement:


 


(A)
The Licensed Intellectual Property Agreement is legal, valid, binding, enforceable, and in full force and effect;


 


(B)
To the Company’s knowledge, no party to the Licensed Intellectual Property Agreement is in breach or default, and no event has
occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration
thereunder, which as to any such breach, default or event could have a Material Adverse Effect on the Company;


 


(C)
No party to such Licensed Intellectual Property Agreement has repudiated any provision thereof;


 






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(D)
Except as set forth in such Licensed Intellectual Property Agreement, the Company has not received written or verbal notice or otherwise
has knowledge that the underlying item of Intellectual Property is subject to any outstanding injunction, judgment, order, decree, ruling,
or charge; and


  


(E)
Except as set forth on Schedule 3.16, the Company has not granted any sublicense or similar right with respect to the license,
sublicense, agreement, or permission.


 


(iv)
The Company has complied with and is presently in compliance with all foreign, federal, state, local, governmental (including, but not
limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines, and
rules applicable to any personal identifiable information.


 


(v)
Each Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the
business of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more agreements
containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to the Company
all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all rights in the
Intellectual Property that existed prior to the assignment of rights by such Person to the Company.


 


(vi)
Each Developer has signed a perpetual non-disclosure agreement with the Company.


 


3.17
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 any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.


 


3.18
Transactions With Affiliates and Employees. Except as disclosed in the Company’s SEC filings, none of the officers or directors
of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other
than for (i)payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company
and (iii) other employee benefits, including stock award agreements under any equity incentive plan of the Company.


 


3.19
Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the Company’s SEC filings, the Company and the Subsidiaries
are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof,
and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of
the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls. The Company’s certifying
officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end
of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the
Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.


 




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3.20
Certain Fees. Except as set forth on Schedule 3.20, no brokerage or finder’s fees or commissions are or will be payable
by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank, or
other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due by the Company in connection with the transactions contemplated by the Transaction Documents.


 


3.21
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.


 


3.22
Registration Rights. Except as disclosed on Schedule 3.22, 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.


 


3.23
Listing and Maintenance Requirements. The Company’s Common Stock is quoted on the OTCQB Trading Market.


 


3.24
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser 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 Purchaser’s ownership of the Securities.


 


3.25
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agent or counsel with
any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed on
Schedule 3.25. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting
transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding
the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made not misleading. The
press releases disseminated by the Company during the 12 months preceding the date of this Agreement do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser
makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Article IV hereof.


 


3.26
No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article IV,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable stockholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.


 




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3.27
RESERVED.


 


3.28
Tax Status. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been
required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are
not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. No tax deficiency
has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the aggregate,
a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment
which has been or might be asserted or threatened against it which would have a Material Adverse Effect


 


3.29
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 any provision of FCPA.


 


3.30
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser 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 Purchaser’s purchase of the Securities. The Company further represents to the 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.


 


3.31
Acknowledgement Regarding Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary
(except for Sections 4.7 and 5.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked
by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii)
past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to
which the Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv)
the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities at various times
during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Shares
deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing
stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company
acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 




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3.32
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


3.33
Private Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Article IV, no
registration under the Securities Act is required for the offer and sale of the Notes or the Shares issuable upon conversion thereof
by the Company to the Purchasers as contemplated hereby.


 


3.34
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company offered the Securities for sale only to the Purchaser and certain
other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


3.35
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) 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, nor any Person, including a placement agent, who will receive a commission
or fees for soliciting purchasers (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 Purchaser a copy of any disclosures provided
thereunder.


 


3.36
Notice of Disqualification Events. The Company will notify the Purchaser 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, reasonably be expected to become
a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.


 


3.37
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 or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


3.38
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


3.39
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.


 


3.40
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 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.


 




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ARTICLE
IV.


REPRESENTATIONS
AND WARRANTIES OF PURCHASERS


 


4.1
Representations and Warranties of the Purchaser. 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):


 


4.2
Organization; Authority. The 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 this Agreement and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the
Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited
liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has
been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


4.3
Understandings or Arrangements. The Purchaser is acquiring the Securities as principal for its own account and has no direct or
indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities
laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The 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 such 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 the Purchaser’s right to sell such Securities
in compliance with applicable federal and state securities laws).


 


4.4
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, an accredited
investor within the meaning of Rule 501 under the Securities Act. The Purchaser is not 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).


 


4.5
Experience of the Purchaser. The 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. The 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.


 




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4.6
Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and has been afforded, subject to Regulation FD, (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering
of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial
condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;
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 the investment; provided, however, that the Purchaser
has not requested nor been provided by the Company with any non-public information regarding the Company, its financial condition, results
of operations, business, properties, management and prospects. The Purchaser acknowledges that they have been advised that the Company
has filed to effectuate a 1,000-1 Reverse Stock Split of its Common Stock. The Purchaser acknowledges and agrees that neither the Company
nor anyone else has provided the Purchaser with any information or advice with respect to the Securities nor is such information or advice
necessary or desired.


 


4.7
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other
Persons party to this Agreement or to the Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, the Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions
in the future.


 


The
Company acknowledges and agrees that the representations contained in this Article 4 shall not modify, amend or affect the 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
V.


OTHER
AGREEMENTS OF THE PARTIES


 


5.1
Removal of Legends.


 


The
Notes and Conversion Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer
of the Notes or Conversion Shares 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 5.1(b), the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company at the cost of 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 Notes or Conversion Shares under the Securities Act.


 




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(a)
Each Purchaser agrees to the imprinting, so long as is required by this Section 5.1, of a legend on any of the Notes or Conversion Shares
in the following form:


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


 


(b)
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 Conversion Shares 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 pledged or secured Conversion Shares to the pledgees or
secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At
the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured
party of Conversion Shares may reasonably request in connection with a pledge or transfer of the Conversion Shares.


 


In
addition to such Purchaser’s other available remedies, (i) the Company shall pay to a Purchaser, in cash, as partial liquidated
damages and not as a penalty, for each $1,000 of the principal amount of the value of the Conversion Shares for which a Note is being
converted (based on the Conversion Price), $10 per Trading Day for each Trading Day after the Legend Removal Date (increasing to $20
per Trading Day after the fifth Trading Day) until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s
right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the
Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief, and (ii) if after the Legend Removal Date such Purchaser
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser
of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion
of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, then,
the Company shall pay to such Purchaser, in cash, an amount equal to the excess of such Purchaser’s total purchase price (including
brokerage commissions and other out-of- pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions
and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Conversion Shares that
the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the highest closing sale price of
the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the
applicable Conversion Shares (as the case may be) and ending on the date of such delivery and payment under this Section 5.1(d).


 




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(c)
In the event a Purchaser shall request delivery of unlegended shares as described in this Section 5.1 and the Company is required to
deliver such unlegended shares, (i) it shall pay all fees and expenses associated with or required by the legend removal and/or transfer
including but not limited to legal fees, Transfer Agent fees and overnight delivery charges and taxes, if any, imposed by any applicable
government upon the issuance of Common Stock; and (ii) the Company may not refuse to deliver unlegended shares 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 the greater of (i) 150% of the amount of the aggregate purchase price of the Conversion
Shares (based on exercise price in effect upon exercise) which is subject to the injunction or temporary restraining order, or (ii) the
VWAP of the Common Stock on the Trading Day before the issue date of the injunction multiplied by the number of unlegended shares to
be subject to the injunction, which bond shall remain in effect until the completion of the 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.


 


5.2
Furnishing of Information.


 


(a)
Until the earliest of the time that (i) no Purchaser owns Conversion Shares or (ii) the Notes have been repaid or converted, the Company
covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to
be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 






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(b)
At any time during the period commencing from the six month anniversary of the date hereof and ending at such time on the earlier to
occur that the Notes are not outstanding, terminated or that all of the Conversion Shares may be sold without the requirement for
the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the
Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) for a period of more
than 30 consecutive days or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the
Company shall fail to satisfy any condition set forth in Rule 144(i)(2) for a period of more than 30 consecutive days (a
“Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall
pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its
ability to sell the Conversion Shares, an amount in cash equal to two percent of the aggregate Note Conversion Price of such
Purchaser’s Notes on the day of a Public Information Failure and on every 30th day (pro-rated for periods totaling
less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that
such public information is no longer required for the Purchasers to transfer the Conversion Shares pursuant to Rule 144. Public
Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (ii) the second Trading Day after the event or failure giving rise to the Public
Information Failure payments is cured. In the event the Company fails to make Public Information Failure payments in a timely
manner, such Public Information Failure payments shall bear interest at the rate of one and one-half percent per month (prorated for
partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public
Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief.


 


5.3
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(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other
transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


5.4
Securities Laws Disclosure; Publicity. The Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Purchaser,
except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC and (b) to
the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with
prior notice of such disclosure permitted under this clause (b).


 


5.5
Stockholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


5.6 Non-Public
Information. When the Company’s Common Stock is quoted or listed on a Trading Market, to the extent that any notice
provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to the
Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall
simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of
the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly
provides any material, non- public information to the Purchasers without their prior written consent, and it fails to immediately
(no later than that Trading Day) file a Form 8-K, once it is required to do so, disclosing this material, non-public information, it
shall pay the Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each
Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Purchaser and ending and including
the day the Form 8-K disclosing this information is filed.


 




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5.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes,
and shall not use such proceeds: (a) for the satisfaction of any Indebtedness as defined in the Note, (b) for the redemption of any Common
Stock or Common Stock Equivalents, (c) in violation of FCPA or OFAC regulations, or (d) to lend money, give credit, or make advances
to any officers, directors, employees or affiliates of the Company.


 


5.8
Indemnification of Purchaser.


 


Subject
to the provisions of this Section 5.8, the Company will indemnify and hold each Purchaser and its directors, officers, stockholders,
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 the Purchaser (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)
of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable
attorneys’ fees and costs of investigation (including local counsel, if retained) 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, (b) any action instituted against the Purchaser Parties in any capacity, or any
of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a breach of such Purchaser
Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser
Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct
by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c) any untrue or alleged untrue
statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading. 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 (in addition to local counsel, if retained).
The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without
the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties,
covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall
have the right to settle any action against any of them by the payment of money provided that they cannot agree to any equitable relief
and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required
by this Section 5.8 shall be made by periodic payments of the amount thereof during 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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5.9
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 5.8 effected without its written consent if (1) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have received notice of the terms
of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such settlement.


 


5.10
Listing of Common Stock. The Company agrees, if the Company applies to have the Common Stock traded on any Trading Market, it
will then include in such application all of the Conversion Shares and will take such other action as is necessary to cause all of the
Conversion Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility
of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection
with such electronic transfer.


 


5.11
Senior Debt. The Company shall not issue any new indebtedness which is senior in rank to the Notes while the Notes are outstanding.


 


5.12
Certain Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during
the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release. Each Purchaser covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release, the Purchaser will maintain
the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules. Notwithstanding
the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees
that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any
securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to
the initial press release, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the
Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are
first publicly announced pursuant to the initial press release and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release. Notwithstanding
the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of the Purchaser’s assets, the covenant set forth above shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement.


 






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5.13 Conversion
Procedures. The forms of Conversion Notice included in the Notes set forth the totality of the procedures required of the
Purchaser to convert the Notes. No additional legal opinion, other information or instructions shall be required of the Purchaser to
convert their Note. Without limiting the preceding sentences, no ink-original Conversion Notice shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form be required to Convert the Notes. The
Company shall honor conversion of the Notes and shall deliver Conversion Shares in accordance with the terms, conditions and time
periods set forth in the Transaction Documents.


 


5.14
DTC Program. For so long as any of the Notes are outstanding, the Company will employ as the Transfer Agent for the Common Stock
and Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable
pursuant to such program.


 


5.15
Maintenance of Property. The Company shall keep all of its property necessary for the operations of its business, which is necessary
or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.


 


5.16
Preservation of Corporate Existence. 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.


 


ARTICLE
IV.


MISCELLANEOUS


 


6.1
Termination. This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not
been consummated on or before June 30, 2022; provided, however, that no such termination will affect the right of any party to sue for
any breach by any other party (or parties).


 


6.2
Fees and Expenses. Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and
any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Purchaser.


 


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


 


6.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is
delivered by email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. ( Eastern
Standard or Daylight Savings Time, as applicable) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via email attachment at the email address asset forth on the signature pages attached hereto on
a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following
the date of transmission, if sent by U.S. nationally recognized overnight delivery service or (d) upon actual receipt by the party to
whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages
attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall, if the Company’s Common Stock is quoted or listed on
a Trading Market, simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K, or which failure to do so will
subject the Company to the liquidated damages provided for in Article 5.


 




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6.5
Amendments; Waivers. Except as provided in the last sentence of this Section 6.5, no provision of this Agreement may be waived,
modified, supplemented, or amended except in a written instrument signed, in the case of an amendment, by the Company and a majority
in interest of the outstanding balance of the Note or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition, or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any amendment effected in accordance with accordance with this Section 6.5 shall be binding upon the Purchaser and holder of Securities
and the Company.


 


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


 


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


 


6.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 6.7 and this Section 6.8.


 


6.9
Governing Law; Exclusive Jurisdiction; Attorneys’ Fees. 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. 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, stockholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the New York County, New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York County, New York 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 or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 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 any party shall commence an Action or Proceeding to enforce any
provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing
party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.


 




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6.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


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


 


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


 


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


 


6.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction without requiring the posting of any bond.


 


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


 


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


 




    	24



     


    

 


6.17
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.


 


6.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


6.19
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 Trading Day, then such action may be taken, or such right may be exercised on the next succeeding Trading
Day.


 


6.20
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.


 


6.21
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 waive forever trial by jury.


 


6.22
Non-Circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation,
including any Certificates of Designation, or Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme
of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Agreement, and will at all times in good faith carry out all of the provision of this Agreement and take
all action as may be required to protect the rights of all holders of the Securities. Without limiting the generality of the foregoing
or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any
Shares issuable upon conversion of the Notes above the Conversion Price then in effect and (b) shall take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the conversion of the
Notes. Notwithstanding anything herein to the contrary, if after 180 days from the original issuance date, the Purchasers are not permitted
to convert the Note, in full, for any reason, subject to the Purchaser’s compliance with Rule 144 the Company shall use its best
efforts to promptly remedy such failure, including, without limitation, obtaining such consent or approvals as necessary to permit such
conversion or exercise.


 


(Signature
Pages Follow)


 




    	25



     


    

  


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.


 


	 	Address
    for Notice:
	 	 
	 	2202
    N. West Shore Blvd.
	 	Suite
    200,
	 	Tampa,
    FL 33607


 


	H-Cyte,
    Inc.
	 	 	 
	By:	 	 
	Name: 	 Michael
    Yurkowsky	 
	Title:	Chief
    Executive Officer	 


 





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	 



     


    

 





PURCHASER
SIGNATURE PAGE TO


SECURITIES PURCHASE AGREEMENT


 


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


 


Name
of Purchaser: __________________________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________________________


 


Email
Address of Authorized Signatory__________________________________________________


 


Address
for Notice to Purchaser:


 


_____________________________________


 


_____________________________________


 


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


 





 ____________________________________


 


_____________________________________


 


Subscription
Amount: $100,000


 


EIN
Number: _____________________________


 


Purchaser
Signature Page


 




    	 



     


    

 


EXHIBIT
D


Form
of Consent


 


H-Cyte.
Inc. (the “Company”) has information or notice of a proposed event (collectively, the “Information”) that it
is either required to provide you pursuant to that certain Securities Purchase Agreement dated June 8, 2022 (“Agreement”)
between you and the Company or believes that you would be interested in obtaining.


 


If
the Company is required to provide this Information to you under the Agreement, you acknowledge that receipt of this information
may restrict you from trading in the Company’s securities until this Information is made public in accordance with the Agreement.


 


If
the Company is not required to provide this Information to you under the Agreement, you acknowledge that this may restrict
you from trading in the Company’s securities until this Information is made public in accordance with the Agreement. Provided,
however, if the Company does not immediately file a Form 8- K publicly disclosing this Information, you shall be entitled to remedies
under the Agreement including liquidated damages under Section 5.6.


 


Please
respond in writing if you do or do not want to be provided with the Information. If the Company does not receive your response within
three business days, we will have the right to assume that you have chosen not to receive the Information and, if applicable, waived
your right to any piggyback registration rights, subsequent offering rights and any other rights provided for under the Agreements that
require notice, for which this Information (including notice) is being given.


 


Please
sign below and check the appropriate box below.


 


	 	Sincerely,
	 	 	 
	 	H-Cyte, Inc.
	 	 	 
	 	By:	
	 	Name:	Michael
    Yurkowsky
	 	Title:	Chief
    Executive Officer


 


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