Exhibit
4.4


 


SECURITIES
EXCHANGE AGREEMENT


 


This
Securities Exchange Agreement (this “Agreement”) is dated as of August 4, 2021, between Unique Logistics International,
Inc., a Nevada corporation, (the “Company”), and each Holder identified on Schedule A (each, including its successors
and assigns, a “Holder” and collectively the “Holders”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement in reliance upon an exemption from securities registration afforded by
the provisions of Section 4(2), Section 4(6), 3(a)(9), and/or Regulation D (“Regulation D”) as promulgated by the United
States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933
Act”) the parties desire to enter into this Agreement;


 


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


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the 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:


 


“Abandonment
of the Qualified Financing” shall mean either (a) the Company failing to enter into an investment banking agreement with an
investment banker to finance a Qualified Financing on or before November 30, 2021 or (b) any public announcement of the termination of
any such investment banking agreement.


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


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


 


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


 


“Attributed
Value” shall mean a dollar amount calculated by multiplying the Underlying Shares by the highest price at which shares of Common
Stock or Common Stock Equivalents are issued in the Qualified Financing.


 


“Beneficial
Ownership Limitation” shall be a number of shares of common stock beneficially owned by the Holder (as determined in accordance
with Section 13(d) of the Exchange Act) not to exceed 9.99% of the number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of Exchange Shares in the Exchange.


 


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


 


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


 




    	 



     


    

 


“Certificate
of Designation” means the Certificate of Designation in respect of the Series C Convertible Preferred Stock to be filed prior
to or in connection with the Closing by the Company with the Secretary of State of Nevada, in the form of Exhibit A attached hereto.


 


“Closing”
means the closing of the Exchange 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 Holders’ obligations to tender the Surrendered Securities at such Closing, and
(ii) the Company’s obligations to deliver the New Securities, in each case, have been satisfied or waived.


 


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


 


“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.


 


“Company
Counsel” shall mean Lucosky Brookman LLP, 101 Wood Avenue South, Woodbridge, NJ 08830, Attn: Lawrence Metelitsa, email: lmetelitsa@lucbro.com.


 


“Company
Party” means each of the Company and its Subsidiaries.


 


“Conversion
Shares” means shares of the Company’s Common Stock issuable upon conversion of the Series C Convertible Preferred Stock.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading
Day, no later than 9:01 a.m. (New York City time) on the date hereof.


 


“End
Date” means the date upon which no Holder is holding either any Securities or if the Exchange does not occur, any Old Notes
and Old Warrants.


 


“Exchange”
means the exchange of the Surrendered Securities for the New Securities at the Closing, on the terms and conditions set forth in the
Transaction Documents.


 


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


 


“Exchange
Ratio” means for every $100,000 in Note Value outstanding immediately after the closing of the Qualified Financing (pro rata
for any portion thereof), the Company will issue shares of the Company’s Common Stock equal to point six four one one three percent
(0.64113%) of the fully diluted outstanding shares of the Company immediately after the closing of the Qualified Financing.


 




    	2



     


    

 


“Exchange
Shares” means the shares of Common Stock issued in exchange for the Surrendered Securities not to exceed the Beneficial Ownership
Limitation.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to 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
upon the exercise or exchange of or conversion of any Securities issued hereunder (subject to adjustment for forward and reverse stock
splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date
of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities
issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided
that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that
require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.11(a) herein,
and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company
additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) interim bridge financing
in connection with a Qualified Offering, which shall not include any share reservation or share issuance until the Required Minimum has
been reserved for the Holders (the “Bridge Financing”), the terms and conditions of which are described on Schedule 1.1,
and (d) the Qualified Financing, provided that the Exchange occurs.


 


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


 


“GAAP”
shall mean United States generally accepted accounting principles applied on a consistent basis.


 


“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


 


“January
Notes” means the notes issued by the Company to the Holders on January 28, 2021, pursuant to the January SPA, as set forth
on Schedule A.


 


“January
RRA” means the Registration Rights Agreement entered into by the Company and the Holders on January 28, 2021.


 


“January
SPA” means the Securities Purchase Agreement entered into by the Company and the Holders on January 28, 2021, pursuant to which
the January Notes and January Warrants were issued.


 


“January
Warrants” means the warrants issued by the Company to the Holders on January 28, 2021, pursuant to the January SPA, as set
forth on Schedule A.


 


“Legal
Opinion” shall mean a legal opinion of Company Counsel, substantially in form and substance annexed hereto as Exhibit B and
acceptable to the Holders.


 




    	3



     


    

 


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


 


“National
Securities Exchange” means any of the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, or the New York Stock Exchange.


 


“New
Securities” means a number of Exchange Shares determined by applying the Exchange Ratio upon consummation of a Qualified Financing.
In the event the number of Exchange Shares would result in the Holder beneficially owning more than the Beneficial Ownership Limitation,
all such Exchange Shares in excess of the Beneficial Ownership Limitation shall be issued as a number of shares of Series C Convertible
Preferred Stock convertible into such number of excess Exchange Shares which together with the Exchange Shares are referred to herein
as the New Securities.


 


“Note
Value” shall mean the outstanding principal of the Old Notes.


 


“October
Notes” means the notes issued by the Company to the Holders on October 7 and 14, 2020, pursuant to the October SPA, as set
forth on Schedule A.


 


“October
RRA” means the Registration Rights Agreement entered into by the Company and the Holders on October 7 and 14, 2020.


 


“October
SPA” means the Securities Purchase Agreement entered into by the Company and the Holders on October 7, 2020, pursuant to which
the October Notes and October Warrants were issued.


 


“October
Warrants” means the warrants issued by the Company to the Holders on October 7 and 14, 2020, pursuant to the October SPA, as
set forth on Schedule A.


 


“Old
Notes” means the October Notes and January Notes.


 


“Old
RRAs” means the October RRA and January RRA.


 


“Old
Transaction Documents” means the October SPA, the January SPA, the Old Notes, the Old Warrants, the Old RRAs, the Waiver and
all other agreements entered into by the Company and Holders in connection with the October SPA and the January SPA.


 


“Old
Warrants” means the October Warrants and January Warrants.


 


“Other
Accrued Amounts” shall mean full amount owed under the Old Transaction Documents, interest, default interest, liquidated damages,
and any other fee less the Note Value.


 


“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.


 


“Qualified
Financing” shall mean a registered public offering of shares of the Company’s Common Stock (and warrants if included
in a Qualified Financing), at a valuation of not less than $200,000,000.00 pre-money, pursuant to which the Company receives gross proceeds
of not less than $20,000,000 and the Company’s Trading Market is a National Securities Exchange.


 




    	4



     


    

 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Holders,
in the form of Exhibit C attached hereto.


 


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


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC
Reports” has the meaning set forth in Section 3.1(h).


 


“Securities”
means the Exchange Shares, the Series C Convertible Preferred Stock and Conversion Shares.


 


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


 


“Surrendered
Securities” shall mean the Old Notes and Old Warrants.


 


“Series
C Convertible Preferred Stock” means the Series C Convertible Preferred Stock, par value $0.0001 of the Company, subject to
the terms contained in the Certificate of Designation.


 


“Stock
Option Plan” means the stock option plan of the Company in effect as of the date of this Agreement, the principal terms of
which have been disclosed in the Definitive 14C Information Statement filed with the Commission on December 8, 2020.


 


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


 


“TA
Letter” shall mean the letter annexed hereto as Exhibit D.


 


“Termination
Date” shall mean the earlier of November 30, 2021 or the Abandonment of the Qualified Financing.


 


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


 




    	5



     


    

 


“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 OTC Bulletin Board, the OTCQB, OTCQX or the OTC Pink Open Market (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, the Registration Rights Agreement, New Securities, all exhibits
and schedules hereto and thereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Action Stock Transfer, and any successor transfer agent of the Company.


 


“Underlying
Shares” means the Exchange Shares and Conversion Shares.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).


 


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


 


“Waiver”
means that certain waiver agreement entered into by the Company and the Holders as of January 28, 2021.


 


ARTICLE
II.

EXCHANGE AND MODIFICATION


 


2.1
Closing of the Exchange.


 


(a)
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue, and the Holders agree
to acquire the New Securities in exchange for the Surrendered Securities.


 


(b)
The Company and Holders shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of
the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location
or by remote exchange of electronic documentation as the parties shall mutually agree.


 




    	6



     


    

 


2.2
Exchange Deliveries.


 


(a)
On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Holder the following:


 


	 	(i)	Certificate
    registered in the name of such Holder evidencing such Holder’s Exchange Shares and Series C Convertible Preferred Stock to
    the extent the Exchange Shares exceed the Beneficial Ownership Limitation;
	 	 	 
	 	(ii)	The
    Other Accrued Amounts owed to such Holder in cash;
	 	 	 
	 	(iii)	the
    Registration Rights Agreement duly executed by the Company;
	 	 	 
	 	(iv)	the
    signed Legal Opinion;
	 	 	 
	 	(v)	Copy
    of the filed Certificate of Designation;
	 	 	 
	 	(vi)	a
    certificate executed by the Chief Executive Officer of the Company that all the conditions set forth in Section 2.3 have been satisfied;
	 	 	 
	 	(vii)	an
    certificate executed by the Company’s corporate secretary containing copies of the text of the resolutions by which the corporate
    action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and
    actions contemplated hereby and thereby, which shall be accompanied by a certificate of the Chief Financial Officer of Company dated
    as of the Closing Date certifying to the Holders that such resolutions were duly adopted and have not been amended or rescinded;
    and
	 	 	 
	 	(viii)	an
    incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant
    corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate
    or other instrument executed pursuant hereto.


 


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


 


	 	(i)	the
    Registration Rights Agreement duly executed by such Holder; and
	 	 	 
	 	(ii)	such
    Holder’s Surrendered Securities, as directed by the Company.


 


2.3
Closing Conditions.


 


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


 


	 	(iii)	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 Holders contained herein (unless as of
    a specific date therein in which case they shall be accurate as of such date);
	 	 	 
	 	(iv)	all
    obligations, covenants and agreements of each Holder required to be performed at or prior to the Closing Date shall have been performed;
    and


 




    	7



     


    

 


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


 


(b)
The respective obligations of the Holders 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) 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
    Company shall have closed the Qualified Financing;
	 	 	 
	 	(iv)	the
    delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
	 	 	 
	 	(v)	there
    shall have been no Material Adverse Effect with respect to the Company since the date hereof;
	 	 	 
	 	(vi)	from
    the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
    principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P.
    shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
    by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York
    State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
    calamity, pandemic, wide spread national public health emergency, of such magnitude in its effect on, or any material adverse change
    in, any financial market which, in each case, in the reasonable judgment of such Holder, makes it impracticable or inadvisable to
    acquire the Securities at the Closing.


 


ARTICLE
II.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules (which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation made herein only to which it refers), the Company hereby makes the following
representations and warranties to each Holder as of the date hereof and the Closing Date unless as of a specific date therein in which
case they shall be accurate as of such date:


 


(a)
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. If the Company has
no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 




    	8



     


    

 


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


 


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


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents 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) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
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.


 




    	9



     


    

 


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


 


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


 


(g)
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as disclosed on Schedule
3.1(g), No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in
the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding options,
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 Holders). There are no outstanding securities or instruments of the Company or any Subsidiary with any
provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities
by the Company or any Subsidiary. 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. The only stock option, employee stock incentive
plan, ESOP and similar plan applicable to the Company is the Stock Option Plan. 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. Except as disclosed on Schedule 3.1(g), the Company is not a party to any Variable Rate Transaction and
as of the date of this Agreement and the date of the Closing, there will not be outstanding any Equity Line of Credit nor Variable Priced
Equity Linked Instruments.


 




    	10



     


    

 


(h)
SEC Reports; Financial Statements. Since October 13, 2020, the Company has filed all reports, schedules, forms, statements, Form
10 information, and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof, collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time
of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth in the SEC Reports, (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 or disclosed in filings
made with the Commission, (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 the Stock Option Plan. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, 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 1 Trading Day prior to the date that this representation is made.


 


(j)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action
involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has
not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the
Company or any current or former director or officer of the Company. The Commission 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 Exchange Act or the Securities Act.


 




    	11



     


    

 


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


 


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


 


(m)
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.


 


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


 




    	12



     


    

 


(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of
which is neither delinquent nor subject to penalties, (iii) Liens in connection with that certain Revolving Purchase, Loan and Security
Agreement (the “TBK Agreement”) dated as of June 1, 2021, with TBK BANK, SSB, a Texas State Savings Bank and (iv) Liens in
connection with that certain Addendum to the Recourse Factoring and Security Agreement with Corefund Capital LLC. The Company and Subsidiaries
do not own any real property. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights
has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date
of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included
within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe
upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge
of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any
of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(q)
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.


 


(r)
Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i)
payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii)
other employee benefits, including stock option agreements under the Stock Option Plan.


 




    	13



     


    

 


(s)
Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, 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 Commission 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 sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. 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.


 


(t)
Certain Fees. Except as set forth on Schedule 3.1(t), 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 Holders shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of any Persons for fees of a type contemplated in this Section
that may be payable in connection with the transactions contemplated by the Transaction Documents.


 


(u)
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.


 


(v)
Registration Rights. Except for the Holders and as disclosed on Schedule 3.1(v), 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.


 


(w)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which
the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to
the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.


 




    	14



     


    

 


(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable as of the Closing Date and thereafter any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation
(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Holders as a result
of the Holders 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 Holders’ ownership of the Securities.


 


(y)
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 any of the Holders or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
in the Prospectus Supplement. The Company understands and confirms that the Holders 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 Holders regarding the
Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct and does not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in
the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the
twelve months preceding the date of this Agreement taken as a whole 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 the light of the circumstances
under which they were made and when made, not misleading. The Company acknowledges and agrees that no Holder makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(z)
No Integrated Offering. Assuming the accuracy of the Holders’ representations and warranties set forth in Section 3.2, 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 (i) the Securities Act which would require the registration of the
Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the
securities of the Company are listed or designated.


 


(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. All of the outstanding secured and unsecured Indebtedness of the
Company or any Subsidiary, or for which the Company or any Subsidiary has commitments is reflected in the financial statements included
in the SEC Reports. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money
or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments
in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in
default with respect to any Indebtedness.


 




    	15



     


    

 


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


 


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


 


(dd)
Accountants. The Company’s accounting firm is Marcum LLP. To the knowledge and belief of the Company, such accounting firm
(i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial
statements to be included in the Company’s Annual Report for the fiscal year ending May 31, 2021. No Disagreements with Accountants
and Lawyers.


 


(ee)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by any Company Party to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to
perform any of its obligations under any of the Transaction Documents.


 


(ff)
Acknowledgment Regarding Holders’ Acquisition of the Securities. The Company acknowledges and agrees that each of the Holders
is acting solely in the capacity of an arm’s length Holder with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Holder 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 Holder or any
of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Holders’ acquisition of the Securities. The Company further represents to each Holder 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.


 




    	16



     


    

 


(gg)
Acknowledgment Regarding Holder’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Holders has been
asked by the Company to agree, nor has any Holder 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 Holder, 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 Holder, and counter-parties in “derivative”
transactions to which any such Holder is a party, directly or indirectly, presently may have a “short” position in the Common
Stock, and (iv) each Holder 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) one or more Holders 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 Common Stock 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.


 


(hh)
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 issuances of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to acquire any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection
with the placement of the Securities.


 


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


 


(jj)
Seniority. As of the Closing Date, except for the Indebtedness set forth in Section 3.1(jj) of the Disclosure Schedule, including
Indebtedness in connection with the TBK Agreement, not to exceed $45,000,000 no Indebtedness or other claim against any Company Party
is senior in right of payment to the Old Notes or the obligations due thereunder or their guaranties, whether with respect to interest
or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior
only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 




    	17



     


    

 


(kk)
Office of Foreign Assets Control. No Company Party nor any Affiliate thereof, directly or indirectly (including through agents,
contractors, trustees, representatives or advisors) (a) is in violation of any Sanctions Law or engages in, or conspire or attempts to
engage in, any transaction evading or avoiding any prohibition in any Sanction Law, (b) is a Sanctioned Person or derive revenues from
investments in, or transactions with Sanctioned Persons, (c) has any assets located in Sanctioned Jurisdictions or (d) deals in, or otherwise
engages in any transactions relating to, any property or interest in property blocked pursuant to any Regulation administered or enforced
by the U.S. Office of Foreign Assets Control (“OFAC”). The Company will not use, directly or indirectly, any part of the
proceeds of any transaction hereunder to fund, and none of the Company or its Affiliates, either directly or indirectly (including through
agents, contractors, trustees, representatives or advisors), are engaged in any operations involving, the financing of any investments
or activities in, or any payments to, a Sanctioned Person.


 


(ll)
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 Holder’s request.


 


(mm)
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.


 


(nn)
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.
The operations of the Company Parties and their 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 and other applicable money laundering
and counter-terrorism financing Regulations (collectively, the “AML/CTF Regulations”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving any Company Party or any Subsidiary of any
Company Party with respect to any AML/CTF Regulation is pending or, to the knowledge of any Company Party or any such Subsidiary, threatened.


 


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


 


(pp)
Promotional Stock Activities. No Company Party and none of its officers, directors, managers, Affiliates or agents have engaged
in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the Securities and Exchange
Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting
provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(qq)
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 has offered the Securities for sale only to the Holders and certain
other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 




    	18



     


    

 


(rr)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of
the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act)
connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) 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 Holders a copy of any disclosures provided thereunder.


 


(ss)
Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be
paid (directly or indirectly) remuneration for solicitation of Holders in connection with the sale of any Securities.


 


(tt)
Notice of Disqualification Events. The Company will notify the Holders 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.


 


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


 


(vv)
Reporting Company/Shell Status. The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g)
of the Exchange Act. As of the date of this Agreement and as of the Closing Date, the Company represents that it is not and will not
be a shell company. Furthermore, the Company has filed all reports and material required to be filed under Section 13 of the Exchange
Act since October 13, 2020.


 


(ww)
Considerations. The Company represents that the Holders have not tendered any consideration for the Securities except the Surrendered
Securities.


 


(xx)
Tacking. The Company acknowledges that the Holders’ holding period for the Securities shall, for Rule 144 purposes, tack
back to the issuance dates of the respective Surrendered Securities and the Company agrees not to take a position contrary to this Section
3.1(xx).


 


(yy)
Full Disclosure. No representation or warranty by any Company Party in any Transaction Document and no statement contained in
any schedule to this Agreement or any certificate or other document furnished or to be furnished to any Holder or any Holder Party or
their attorneys or advisors pursuant to any Transaction Document contains any untrue statement of a material fact, or omits to state
a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.


 


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


 




    	19



     


    

 


3.2
Representations and Warranties of the Holders. Each Holder, for itself only, and for no other Holder, 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, in which case they
shall be accurate as of such date):


 


(a)
Organization; Authority. Such Holder is either an individual or an entity duly incorporated or formed, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Holder of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Holder. Each Transaction Document to which it is a party
has been duly executed by such Holder, and when delivered by such Holder in accordance with the terms hereof, will constitute the valid
and legally binding obligation of such Holder, 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.


 


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


 


(c)
Holder Status. At the time such Holder was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it converts a Series C Convertible Preferred Stock, it will be either: (i) an “accredited investor” as defined in Rule
501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined
in Rule 144A(a) under the Securities Act.


 


(d)
Experience of Such Holder. Such Holder, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Holder 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.


 




    	20



     


    

 


(e)
Access to Information. Such Holder acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, (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.


 


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


 


(g)
General Solicitation. Such Holder is not purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or, to the knowledge of such Holder, any other general solicitation or general advertisement.


 


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


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Holder’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 transactions contemplated hereby.


 


ARTICLE
IV. 

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Transfer and Legends.


 


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


 




    	21



     


    

 


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


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS 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 APPLICABLE STATE SECURITIES LAWS, 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.


 


(c)
Pledge. The Company acknowledges and agrees that a Holder may from time to time pledge pursuant to a bona fide margin agreement
with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and,
if required under the terms of such arrangement, such Holder may transfer pledge or secure Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured
party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At such Holder’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities including, if the Securities are subject to registration pursuant to
a registration rights agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities
Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 


(d)
Legend Removal. Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section
4.1(b) hereof): (i) while any registration statement covering the resale of such security is effective under the Securities Act, (ii)
following any sale of such Securities pursuant to Rule 144, or (iii) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause
its counsel to promptly issue a legal opinion to the Transfer Agent if required by the Transfer Agent or if requested by the Holders
to effect the removal of the legend hereunder. The Company shall allow the Transfer Agent to accept opinions from the Holder’s
counsel and if the Transfer Agent accepts such opinion, the Company will be relieved of its obligation to prove the opinion to the Transfer
Agent. At a time when there is any effective registration statement to cover the resale of the Underlying Shares, or if the Underlying
Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of
all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no
later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as
defined below) following the delivery by a Holder to the Company or the Transfer Agent of a certificate representing the Underlying Shares,
as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered
to such Holder a certificate representing such Underlying Shares that is free from all restrictive and other legends. The Company may
not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in
this Section 4. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of a certificate representing common stock issued without a restrictive legend.


 




    	22



     


    

 


(e)
DWAC. In lieu of delivering physical certificates representing the unlegended shares, upon request of a Holder, so long as the
certificates therefor do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon,
the Company shall cause its Transfer Agent to electronically transmit the unlegended shares by crediting the account of Holder’s
prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s
Common Stock is DTC eligible and the Company’s Transfer Agent participates in the Deposit Withdrawal at Custodian system. Such
delivery must be made on or before the Legend Removal Date.


 


(f)
Injunction. In the event a Holder shall request delivery of Securities as described in this Section 4.1, the Company is required
to deliver such Securities, the Company may not refuse to deliver Securities based on any claim that such Holder or anyone associated
or affiliated with such Holder has not complied with Holder’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 Holder in
the amount of 120% of the amount of the aggregate fair market value of the Securities intended to be subject to the injunction or temporary
restraining order, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of
which shall be payable to such Holder to the extent Holder obtains judgment in Holder’s favor.


 


(g)
Buy-In. In addition to such Holder’s other available remedies, the Company shall pay to a Holder, in cash, (i) as partial
liquidated damages and not as a penalty, for each $1,000 of Attributed Value for any Underlying Shares (based on the VWAP of the Common
Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to
Section 4.1(c), $10 per Trading Day (increasing to $15 per Trading Day five (5) Trading Days after such damages have begun to accrue)
for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such
Holder’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 Holder 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.


 


(h)
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including its obligation to issue the Conversion Shares pursuant to the Transaction Documents,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against any Holder and regardless of the dilutive effect that such issuance may have
on the ownership of the other stockholders of the Company.


 


4.2
Furnishing of Information.


 


(d)
Until the earliest of the time that no Holder owns Securities, the Company covenants to maintain the registration of the Common Stock
under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all periodic 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.


 




    	23



     


    

 


(e)
At any time during the period commencing on the date hereof and ending at such time that all of the Securities 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) 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) (a “Public Information Failure”) then, in addition to such Holder’s other available
remedies, the Company shall pay to a Holder, 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 Securities, an amount in cash equal to 2% of the daily VWAP of the Securities (on a fully
diluted basis) held by such Holder on the first day of a Public Information Failure and on every thirtieth (30th) day (prorated
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 Holders to transfer the Underlying Shares pursuant to Rule 144.
The payments to which a Holder shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information
Failure Payments.” 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 third (3rd) Business 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 2% per month (prorated for partial
months) until paid in full. Nothing herein shall limit such Holder’s right to pursue actual damages for the Public Information
Failure, and such Holder 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.


 


4.3
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 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities or 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 shareholder approval prior
to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company
represents to the Holders that it shall have publicly disclosed all material, non-public information delivered to any of the Holders
by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the
transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges
and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company,
any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the
Holders or any of their Affiliates on the other hand, shall terminate. The Company and each Holder shall consult with each other in issuing
any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Holder shall issue any
such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release
of any Holder, or without the prior consent of each Holder, with respect to any press release of the Company, which consent shall not
unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Holder, or include the name of any Holder in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Holder, except (a) as required by federal securities law in connection with
the filing of final Transaction Documents with the Commission or the registration of the resale of the Underlying Shares and (b) to the
extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Holders with prior
notice of such disclosure permitted under this clause (b).


 




    	24



     


    

 


4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Holder 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 Holder 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 Holders.


 


4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Holder or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Holder shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that each Holder shall be relying
on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries,
or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Holder
without such Holder’s consent, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to
the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on
the basis of, such material, non-public information, provided that the Holder shall remain subject to applicable law. 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 simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
The Company understands and confirms that each Holder shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 


4.7
Exercise Procedures. The form of Notice of Conversion attached to the Certificate of Designation sets forth the totality of the
procedures required of the Holders in order to convert the Series C Convertible Preferred Stock. No additional legal opinion, other information
or instructions shall be required of the Holders to convert their Series C Convertible Preferred Stock. The Company shall honor conversions
of the Series C Convertible Preferred Stock and shall deliver Conversion Shares in accordance with the terms, conditions and time periods
set forth in the Transaction Documents. The Series C Convertible Preferred Stock will not be subject to a mandatory conversion except
as described in the Certificate of Designations.


 




    	25



     


    

 


4.8
Indemnification of Holders. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Holder and
its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Holder (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,
members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Holder 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 that any such Holder Party may suffer or incur as a result
of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Holder 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 Holder Party, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Holder Party’s representations,
warranties or covenants under the Transaction Documents or any agreements or understandings such Holder Party may have with any such
stockholder or any violations by such Holder Party of state or federal securities laws or any conduct by such Holder Party which is finally
judicially determined to constitute fraud, gross negligence or willful misconduct) or (c) in connection with any registration statement
of the Company providing for the resale by the Holders of the Underlying Shares issued and issuable, the Company will indemnify each
Holder Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue
or alleged untrue statement of a material fact contained in such 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 the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent,
that such untrue statements or omissions are based solely upon information regarding such Holder Party furnished in writing to the Company
by such Holder Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought
against any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder 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 Holder Party. Any Holder 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 Holder Party except to the extent that
(x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after a reasonable
period of time to assume such defense and to employ counsel or (z) 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 Holder Party, in which case the Company shall
be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any
Holder Party under this Agreement (1) for any settlement by a Holder Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to any Holder Party’s breach of any of the representations, warranties, covenants or agreements made by such Holder
Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The
indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Holder Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 




    	26



     


    

 


4.9
Reservation of Common Stock.


 


a.
As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive
rights shares of its Common Stock for issuance to each Holder for the Company obligations under the Old Transaction Documents, not less
than the amount of shares of Common Stock set forth on Schedule 4.9 and commencing on the day the Company completes a reverse split of
its Common Stock or increase to the number of authorized shares of Common Stock, the Company shall maintain a reserve equal to one hundred
and twenty five percent (125%) of the greater of (1) the maximum number of Underlying Shares as may then be required to fulfill its obligations
in full under the Transaction Documents, but not less than the amounts set forth on Schedule 4.9 and (ii) the maximum number of shares
of Common Stock that may be required to be issued in connection with the Old Transaction Documents (the “Required Minimum”).
Upon a reverse stock split or increase in the authorized Common Stock of the Company, the Company will immediately instruct the Transfer
Agent to reserve at least the Required Minimum after giving effect to such stock split or increase. This reserve amount shall be updated
monthly. Upon execution of this Agreement, the Company shall provide the Holders with (i) a copy of resolution of the Company’s
Board of Directors reserving the Required minimum, and (ii) providing a letter from the Company’s Transfer Agent acknowledging
the reservation and agreeing to be bound to the terms thereof.


 


b.
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of the Required
Minimum on such date, then the Board of Directors shall cause the Company’s Certificate of Incorporation (or equivalent governing
document) to be amended to increase the number of authorized but unissued shares of Common Stock to a sufficient quantity for the reservation
of 100% of the Required Minimum at such time, as soon as possible and in any event not later than the 60 days after the date the Company
no longer has the Required Minimum reserved. Failure to maintain the Required Minimum is a material default by the Company’s obligations.


 


c.
The Company shall promptly pay all fees and expenses owed to the Transfer Agent and shall not replace the Transfer Agent without the
written consent of the Holders.


 


d.
Upon the execution of this Agreement, the Company shall deliver to the Holders the TA Letter.


 


4.10
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock
on a Trading Market on which the Common Stock is currently is listed, traded or quoted. The Company shall prior to the Closing, if required
by each Trading Market in the Company’s common Stock is listed, traded or quoted: (i) in the time and manner required by any Trading
Market, prepare and file with each such Trading Market an additional shares listing application covering a number of Common Stock at
least equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such Common Stock to be approved
for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Holder evidence of such listing
or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such
date on such Trading Market or successor Trading Market. The Company will take all action necessary to continue the listing or quotation
and trading of its Common Stock on a Trading Market until the Holders no longer hold any Securities, and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until the Holders
no longer hold any Securities. In the event the aforedescribed listing is not continuously maintained for so long as the Holders hold
any Securities (a “Listing Default”), then in addition to any other rights the Holder s may have hereunder or under Applicable
Law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing
Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the Attributed Value of New Securities are still held
by the Holder on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until
the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner,
the Company will pay interest thereon at a rate of 2% per month (pro-rated for partial months) to the Holder.


 




    	27



     


    

 


4.11
Variable Rate Transaction.


 


a.
With the exception of the Bridge Financing, until six months after the Closing Date and at any time when (x) the Required Minimum is
not reserved, (y) there is a default by the Company of the Company’s obligations under the Registration Rights Agreement which
has not been cured, or (z) Rule 144 is not available for resale of the Securities, the Company shall be prohibited from effecting or
entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
(or a combination of units thereof) involving a Variable Rate Transaction. For the purposes of this Agreement any Equity Line of Credit
or similar agreement, agreement to issue any common stock, floating or Variable Priced Equity Linked Instruments or any of the foregoing
or equity with price reset rights (other than customary adjustments for stock splits, distributions, dividends, recapitalizations and
the like are collectively, referred to as “Variable Rate Transaction”. For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has
the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or
price formula, and “Variable Priced Equity Linked Instruments” shall include: (A) in which the Company (i) issues or sells
any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional
shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity
securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including,
but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Holder shall
be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right
to collect damages.


 


b.
From the date hereof until the End Date, except for transactions in the ordinary course of the Company’s business and except for
the Qualified Financing, the Company and each of its Subsidiaries shall be prohibited from, directly or indirectly, effecting or entering
into (or publicly announcing or recommending to its stockholders the approval or adoption thereof by such stockholders) any agreement,
plan, arrangement or transaction, including, without limitation, any Subsequent Financing, that would or would reasonably be expected
to materially restrict, delay, conflict with or impair the ability or right of the Company and/or a Subsidiary to timely perform its
obligations under this Agreement, the Transaction Documents, including, without limitation, the obligation of the Company to timely deliver
shares of Common Stock to any Holder (or a designee thereof, if applicable) in accordance with this Agreement, or the Certificate of
Designation.


 


c.
Each Holder shall, severally or jointly, be entitled to obtain injunctive relief against any Company Party to preclude any such issuance,
which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, Section 4.11 shall not apply in respect
of an Exempt Issuance, except that no Variable Rate Transaction, other than the Bridge Financing, shall be an Exempt Issuance.


 




    	28



     


    

 


d.
From the date hereof until the End Date, if the Company has, on or prior to the date of this Agreement, entered into, or shall in the
future enter into, any agreement with any Holder or holder of any securities of the Company, by providing such Holder or holder with
any terms that are more favorable than the terms available to the Holders and set out in this Agreement or the other Transaction Documents
as of the date hereof, the Company shall notify each Holder of such terms in writing on or before the date that is five (5) Business
Days after the date such agreement with such Holder or holder is executed or agreed to by the Company, and each Holder shall have the
right to elect in writing within thirty (30) days of the receipt of such notice to elect to have such terms apply to this Agreement and/or
the other Transaction Documents, a the case may be. The right of a Holder to make the foregoing election shall extend until thirty (30)
days after a closing with respect to or actual issuance on such more favorable terms.


 


4.12
Equal Treatment of Holders. No consideration (including any modification of any Transaction Document shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Holder by the Company and negotiated separately by each Holder, and is intended for the Company to treat the Holders
as a class and shall not in any way be construed as the Holders acting in concert or as a group with respect to the acquisition, disposition
or voting of Securities or otherwise.


 


4.13
Maintenance of Property. From the date hereof until the End Date, the Company shall keep all of its property, which is necessary
or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted. From the date hereof
until the End Date, the Company will maintain insurance coverage of the type and not less than the amount in effect as of the Closing
Date.


 


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


 


4.15
Reimbursement. If any Holder becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder
of the Company (except as a result of sales, pledges, margin sales and similar transactions by such Holder to or with any current stockholder),
solely as a result of such Holder’s acquisition of the Securities under this Agreement, the Company will reimburse such Holder
for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection therewith)
incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this paragraph shall
be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates
of the Holders who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling
persons (if any), as the case may be, of the Holders and any such Affiliate, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, the Holders and any such Affiliate and any such Person. The Company
also agrees that neither the Holders nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have
any liability to the Company or any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the
Securities under this Agreement.


 




    	29



     


    

 


4.16
Acknowledgment Regarding Holders’ Other Trading Activities. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, it is understood and acknowledged by the Company that (i) no Holder has been asked by the Company to agree, nor has
any Holder agreed, to desist from purchasing or selling Securities of the Company or from entering into Short Sales or Derivatives 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 Holder, specifically including Short Sales or Derivatives, before or after the Closing or the closing of any future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) each Holder, and counter-parties
in Derivatives to which any Holder is a party, directly or indirectly, may presently have a “short” position in the shares
of Common Stock and (iv) no Holder shall be deemed to have any affiliation with or control over any arm’s length counter-party
in any Derivative. The Company further understands and acknowledges that (y) each Holder may engage in hedging activities at various
times during the period that the Securities are outstanding, including, during the periods that the value of the Conversion 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 and Derivatives do not constitute a breach of any of the Transaction Documents.


 


4.17
Other Public Disclosures. The Company and the Holders shall consult with each other in issuing any other public disclosure
with respect to the transactions contemplated hereby, and none of the Company or any Holder shall issue any such public disclosure nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Holder, or
without the prior consent of the Required Holders, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is reasonably viewed as required by any Regulation, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name, trademark, service mark, symbol, logo (or any abbreviation, contraction or simulation thereof)
of, or otherwise refer to, any Holder (including in any filing with the Commission, regulatory agency or Trading Market, including the
Form 8-K filing referenced above) without the prior consent of the Holder (including in any press release, letterhead, public announcement
or marketing material), except, and then only after consulting with such Holder, to the extent required to do so under applicable Regulations
(including as required in any registration statement filed with the Commission). None of the Company Parties and their Affiliates shall
represent that any Company Party or any of its Affiliates, any product or service of the Company Parties or their Affiliates, or any
know how or policy or practice of the Company Parties or their Affiliates has been approved or endorsed by any Holder Party.


 


4.18
Form D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with respect to the Securities as required under
Regulation D and to provide a copy thereof, promptly upon request of any Holder. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Holders at the Closing
under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions
promptly upon request of any Holder.


 


4.19
Shares of Common Stock.


 


a.
DWAC. By the earlier of the (i) Effectiveness Date with respect to the initial Registration Statement as set forth in the
Registration Rights Agreement or (ii) the three (3)-month anniversary of the date hereof, the Company shall ensure that its shares of
Common Stock are and remain eligible for the “Deposit and Withdrawal at Custodian” (DWAC) service of the Deposit Trust Corporation
and not subject to any restriction or limitation imposed by or on behalf of the Deposit Trust Corporation on any of its services or any
other restriction or limitation on the use of the services provided by the Deposit Trust Corporation (DTC chill).


 


b.
Reserved.


 




    	30



     


    

 


c.
Trading Markets. The shares of Common Stock are trading on the OTC Markets Group Inc. Pink Open Market and all of the shares issuable
pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith,
that trading of the shares of Common Stock on such Trading Market will continue uninterrupted for the foreseeable future). The Company
shall use its best efforts to ensure that such shares continue, without limitation, to be listed or quoted for trading on a Trading Market.


 


4.20
Negative Covenants. Until such time as the Company completes a Qualified Financing and fulfills its obligations under the Registration
Rights Agreement, the Company shall not, and shall not permit any of the Subsidiaries to, directly or indirectly: (a) enter into any
transaction pursuant to Section 3(a)(10) of the Securities Act; (b) amend its charter documents, including, without limitation, its certificate
of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder, provided, however, that the
Company may amend its articles of incorporation to create a class or series of preferred stock or increase its authorized shares of Common
Stock; (c) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common
Stock or Common Stock Equivalents other than as to the Underlying Shares as permitted or required under the Transaction Documents; (d)
enter into any transaction with any Affiliate of Company which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of
Company (even if less than a quorum otherwise required for board approval); (e) until the Required Minimum has been reserved, issue any
Common Stock to any person, except upon conversion of the Old Notes; or (f) enter into any agreement with respect to any of the foregoing.
Additionally, the Company shall not close the Qualified Financing without first having: (i) received confirmation from the Nevada Secretary
of State that the Certificate of Designation has been filed and accepted, and (ii) being prepared to close the Exchange immediately thereafter.


 


4.21
Amendment of Old Notes.


 


a.
Each Holder shall have the option to extend the Maturity Date of any of the Old Notes it holds for an additional six (6) months (“Old
Note Extension”) up to 10 times, for an aggregate of 60 additional months.


 


b.
Section 6 of the Old Notes is deleted in its entirety and replaced with “Reserved.”


 


4.22
Waivers In Respect of the Old Notes. To extent that any events that have occurred prior to the date hereof that could have resulted
in an event of default under the Old Notes the Holders hereby waive the occurrence of any such event of default. From the date hereof
through the earlier of date of (i) the Closing of the Exchange, or (ii) the Termination Date, the Holders agree to forebear from declaring
any such event of default and further agree that will not take any steps to collect on the Old Notes and collect any liquidated damages
owed under the Old RRAs. In the event the Exchange closes on or before the Termination Date, the defaults under the Old Notes will be
permanently waived and any liquidated damages accrued under the Old RRAs will be forgiven. If the Exchange does not close on or before
the Termination Date, the Company will be required to pay all the liquidated damages accrued under the Old RRAs as if this Agreement
was never executed and the Holders will be entitled to all of the rights and remedies under the Old Transaction Documents.


 


4.23
Participation in Future Financing.


 


a.
From the date hereof until the date that is the six month anniversary of the Closing Date, upon any proposed issuance by the Company
or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination thereof, other than a the Exempt
Issuances other than the Qualified Financing and Bridge Financing (each a “Subsequent Financing”), the Holders shall have
the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation
Maximum”) pro rata to each other in proportion to their New Securities issued at the Closing, on the same terms, conditions and
price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the
Company shall notify each Holder of such public offering when it is lawful.


 




    	31



     


    

 


b.
shall deliver to each Holder a written notice of its intention to effect a Subsequent Financing (“Pre- for the Company to do so,
but no Holder shall be entitled to purchase any particular amount of such public offering without the approval of the lead underwriter
of such underwritten public offering.


 


c.
At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company Notice”), which Pre-Notice shall ask
such Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Holder, and only upon a request by such Holder, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Holder. The requesting Holder
shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended
to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall
include a term sheet or similar document relating thereto as an attachment.


 


d.
Any Holder desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m.
(New York City time) on the tenth (10th) Trading Day after all of the Holders have received the Pre-Notice that the Holder is willing
to participate in the Subsequent Financing, the amount of such Holder’s participation, and representing and warranting that such
Holder has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the
Company receives no such notice from a Holder as of such tenth (10th Trading Day, such Holder shall be deemed to have notified the Company
that it does not elect to participate.


 


e.
If by 5:30 p.m. (New York City time) on the fifteenth (15th ) Trading Day after all of the Holders have received the Pre-Notice, notifications
by the Holders of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the
aggregate, less than the total amount of the Participation Maximum of the Subsequent Financing, then the Company may affect the remaining
portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Holders shall
simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent with the
terms set forth in the Subsequent Financing Notice.


 


f.
If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Holders have received the Pre-Notice, the Company
receives responses to a Subsequent Financing Notice from Holders seeking to purchase more than the aggregate amount of the Participation
Maximum, each such Holder shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro
Rata Portion” means the ratio of (x) the New Securities acquired hereunder by a Holder participating under this Section 4.19 and
(y) the sum of the aggregate New Securities acquired hereunder by all Holders participating under this Section 4.19.


 


g.
The Company must provide the Holders with a second Subsequent Financing Notice, and the Holders will again have the right of participation
set forth above in this Section 4.19, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading Days after the date of the initial
Subsequent Financing Notice.


 




    	32



     


    

 


h.
The Company and each Holder agree that if any Holder elects to participate in the Subsequent Financing, the transaction documents related
to the Subsequent Financing shall not include any term or provision whereby such Holder shall be required to agree to any restrictions
on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased in the Subsequent Financing
shall not be considered securities purchased hereunder) or be required to consent to any amendment to or termination of, or grant any
waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Holder.


 


i.
Notwithstanding anything to the contrary in this Section 4.19 and unless otherwise agreed to by such Holder, the Company shall either
confirm in writing to such Holder that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Holder will
not be in possession of any material, non-public information, by the seventeenth (17th) Trading Day following delivery of
the Subsequent Financing Notice. If by such seventeenth (17th) Trading Day, no public disclosure regarding a transaction with
respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such
Holder, such transaction shall be deemed to have been abandoned and such Holder shall not be deemed to be in possession of any material,
non-public information with respect to the Company or any of its Subsidiaries.


 


4.24
Old Transaction Documents. Except as specifically modified by the Transaction Documents, the Old Transaction Documents remain
in full force and effect.


 


4.25
Cross Default. Any breach of any term, condition or warranty under the Transaction Documents, shall be an Event of Default under
the Old Documents and ant Event of Default under the Old Documents shall be breach of the Transaction Documents.


 


4.26
Old Warrants. As of the Termination Date, the Old Warrants are hereby amended to include the following language:


 


“Commencing
on January 1, 2022, if as of the date of the delivery of a Notice of Exercise Form: (i) if there is no effective registration statement
(“Registration Statement”) under the Securities Act registering, or no current prospectus available for the resale of the
Warrant Shares by the Holder; and (2) the VWAP (as defined below) of one share of Common Stock is greater than the Exercise Price in
effect at such time, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means
of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A)
    =	the
    VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
    exercise,” as set forth in the applicable Notice of Exercise;	 
	 	 	 	 
	 	(B)
    = 	the
    Exercise Price of this Warrant, as adjusted hereunder; and	 
	 	 	 	 
	 	(X)
    =	the
    number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
    exercise were by means of a cash exercise rather than a cashless exercise.	 


 




    	33



     


    

 


Notwithstanding
anything herein to the contrary, on the Termination Date1, unless the Holder notifies the Company otherwise, if there is no
effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder,
then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section.”


 


ARTICLE
V

MISCELLANEOUS


 


5.1
Termination. The Exchange may be terminated by any Holder, as to such Holder’s obligations hereunder only and without any
effect whatsoever on the obligations between the Company and the other Holders, by written notice to the other parties, if the Qualified
Financing was not completed by has not been consummated on or before the Termination Date or the Closing fails to occur as a result of
any action or inaction by the Company within five (5) days after the Closing of the Qualified Financing.


 


5.2
Fees and Expenses. At the execution of this Agreement, the Company has agreed to pay G&M the non-accountable sum of $20,000.00
for the Holders legal fees and expenses. Except as expressly set forth 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 Holder), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Holders.


 


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


 


5.4
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 time of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such
notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set 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 (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier 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 include such
information in the Current Report on Form 8-K described in Section 4.4 of this Agreement.


 


 






1
As defined in the Old Warrants. 


 




    	34



     


    

 


5.5
Amendments; Waivers. 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 Holders holding 75% of the Exchange Shares (or, prior to the Closing, the Company
and each Holder) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided
that if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of
such disproportionately impacted Holder (or group of Holders) shall also be required. 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 proposed amendment or waiver that disproportionately, materially and
adversely affects the rights and obligations of any Holder relative to the comparable rights and obligations of the other Holders shall
require the prior written consent of such adversely affected Holder. Any amendment effected in accordance with this Section 5.5 shall
be binding upon each Holder and holder of Securities and the Company.


 


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


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Holder (other than by merger). Following the Closing, any Holder may assign any or all of its rights under this Agreement to
any Person to whom such Holder 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 “Holders.”


 


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


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action 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 under Section 4.8, 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.


 




    	35



     


    

 


5.10
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


5.11
Severability. If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


5.12
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 Holder exercises a right, election, demand or option under a Transaction Document
and the Company does not timely perform its related obligations within the periods therein provided, then such Holder may, at any time
prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from time to time upon written
notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights;
provided, however, that in the case of a rescission of a conversion of Series C Convertible Preferred Stock, the applicable Holder shall
be required to return any shares of Common Stock subject to any such rescinded conversion notice concurrently with the return to such
Holder of the Series C Convertible Preferred Stock tendered to the Company for such Conversion Shares and the restoration of such Holder’s
right to acquire such Conversion Shares pursuant to such Holder’s Series C Convertible Preferred Stock.


 


5.13
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.14
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Holders and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.


 


5.15
Payment Set Aside. To the extent that the Company makes a payment or payments to any Holder pursuant to any Transaction Document
or a Holder 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.


 




    	36



     


    

 


5.16
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Transaction Document are
several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or
non-performance of the obligations of any other Holder under any Transaction Document. Nothing contained herein or in any other Transaction
Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Holders 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 Holder 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 Holder to be joined as an additional party in any Proceeding
for such purpose. Each Holder has been represented by its own separate legal counsel in its review and negotiation of the Transaction
Documents. For reasons of administrative convenience only, each Holder and its respective counsel have chosen to communicate with the
Company through G&M. G&M does not represent all of the Holders and only represents Alpha. The Company has elected to provide
all Holders 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 Holders. 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 Holder, solely, and not between the Company and the Holders collectively and not between
and among the Holders.


 


5.17
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. In lieu of liquidated damages, a Holder may elect to be compensated for actual damages.


 


5.18
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.19
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.


 


5.20
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 




    	37



     


    

 


5.21
Equitable Adjustment. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably
adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement.


 


5.22
Further Assurances. The Company Parties agree to take such further actions as each Holder shall reasonably request from time to
time in connection herewith to evidence, give effect to or carry out this Agreement and the other Transaction Documents and any of the
transactions contemplated hereby or thereby.


 


5.23
Usury. To the extent it may lawfully do so, each Company Party hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Holder in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of each Company Party under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”) and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums
in the nature of interest that any Company Party may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It
is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is
precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by any Company Party
to any Holder Party with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Holder
Party to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be
at such Holder’s election.


 


(Signature
Pages Follow)


 




    	38



     


    

 


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


 


	UNIQUE
    LOGISTICS INTERNATIONAL, INC.	 	Address
    for Notice:
	 	                               	 	 
	By:	 	 	
	Name:	 	 	E-Mail:
	Title:	 	 	Fax:
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR HOLDER FOLLOWS]


 




    	39



     


    

 


[HOLDER
SIGNATURE PAGES TO UNIQUE LOGISTICS INTERNATIONAL SECURITIES EXCHANGE AGREEMENT]


 


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


 


Name
of Holder: ________________________________________________________


 


Signature
of Authorized Signatory of Holder: _________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Email
Address of Authorized Signatory:_________________________________________


 


Address
for Notice to Holder:


 


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


 


[SIGNATURE
PAGES CONTINUE]


 




    	40



     


    

 


Exhibit
A


 


CERTIFICATE
OF DESIGNATIONS


 


OF


 


SERIES
C CONVERTIBLE PREFERRED STOCK


 


OF


 


UNIQUE
LOGISTICS INTERNATIONAL, INC.


 


UNIQUE
LOGISTICS INTERNATIONAL, Inc., a Nevada corporation (the “Corporation”), hereby certifies that the following resolution
was adopted by the Board of Directors of the Corporation pursuant to the authority of the Board of Directors as determined by the Nevada
Revised Statutes of the State of Nevada (the “NRS”):


 


RESOLVED,
that pursuant to the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (as such may be amended,
modified or restated from time to time, the “Amended and Restated Certificate of Incorporation”) (which authorizes
5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of which there 130,000 shares
are designated Series A Preferred Stock and 870,000 shares are designated Series B Preferred Stock and the authority vested in the Board,
a new series of Preferred Stock be, and hereby is, created (the “Series C Preferred Stock”), and that the designation
and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights,
and the qualifications, limitations and restrictions thereof are as set forth in the Amended and Restated Certificate of Incorporation
and this Certificate of Designations, as it may be amended from time to time (the “Certificate of Designations”),
as follows:


 


SERIES
C CONVERTIBLE PREFERRED STOCK


 


1.
Definitions. With respect to the Series C Preferred Stock, the following terms shall have the following meanings:


 


“Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect
to a Series C Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as such Series C Holder will be deemed to be an Affiliate of such Series C Holder.


 


“Alternate
Consideration” shall have the meaning set forth in Section 7(b).


 


“Amended
and Restated Certificate of Incorporation” shall have the meaning set forth in the preamble.


 


“Attributed
Value” shall mean a dollar amount calculated by multiplying the Conversion Shares by the highest price at which shares of Common
Stock or Common Stock Equivalents are issued in the Qualified Financing.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 6(ii)(d).


 


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


 


“Certificate
of Designations” shall have the meaning set forth in the preamble.


 




    	41



     


    

 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security prior to 4:00 p.m., New
York City time, on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg,
L.P. (or an equivalent, reliable reporting service mutually acceptable to and hereafter designated by the Series C Holders holding a
majority of the then-outstanding Series C Preferred Stock and the Corporation), or if the foregoing do not apply, the last trade price
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, L.P., or,
if no last trade price is reported for such security by Bloomberg, L.P., the average of the bid prices of any market makers for such
security as reported on the any over the counter market operated by OTC Markets Group, Inc. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the
fair market value as mutually determined in good faith by the Board of Directors of the Corporation and the Holders of a majority of
the then outstanding shares of Series C Preferred Stock.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock Equivalents” means any securities of the Corporation or its subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Conversion
Date” shall have the meaning set forth in Section 6(i).


 


“Conversion
Price” shall mean shall be equal to lowest price at which shares of common stock are sold or acquirable in the Qualified Financing,
as adjusted pursuant to Section 7 hereof.


 


“Conversion
Ratio” for each share of Series C Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series C Preferred Stock
in accordance with the provisions of Section 6 hereof, but in no event more than such shares of Common Stock equal to the Exchange Shares
(as defined in the Exchange Agreement) in excess of the Beneficial Ownership Limitation on the date of the Exchange.


 


“Corporation”
shall have the meaning set forth in the preamble.


 


“DWAC
Delivery” shall have the meaning set forth in Section 6(i).


 


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


 


“Exchange
Agreement” means that certain Securities Exchange Agreement by and among the Company and the Holder with respect to the Preferred
Shares dated as of August 4, 2021.


 


“Fundamental
Transaction” shall have the meaning set forth in Section 7(ii).


 


“Notice
of Conversion” shall have the meaning set forth in Section 6(i).


 


“Person”
means any 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.


 


“Preferred
Stock” shall have the meaning set forth in the preamble.


 




    	42



     


    

 


“Qualified
Financing” shall have the meaning set forth in the Exchange Agreement


 


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


 


“Series
C Holder” means any holder of Series C Preferred Stock.


 


“Series
C Preferred Stock” shall have the meaning set forth in the preamble.


 


“Series
C Preferred Stock Register” shall have the meaning set forth in Section 2(ii).


 


“Share
Delivery Date” shall have the meaning set forth in Section 6(iii)(a).


 


“Stated
Value” shall mean $100 times the Conversion Price.


 


2.
Number and Designation; Assignment.


 


(i)
The number of shares designated as Series C Preferred Stock shall be [RC]. Such number shall not be subject to increase without the written
consent of the Series C Holders holding a majority of the then-issued and outstanding Series C Preferred Stock. Shares of the Series
C Preferred Stock will be issued pursuant to the terms of the Exchange Agreement. Capitalized terms used herein and not otherwise defined
have the respective meanings set forth in the Exchange Agreement.


 


(ii)
The Corporation shall register shares of the Series C Preferred Stock, upon records to be maintained by the Corporation for that purpose
(the “Series C Preferred Stock Register”), in the name of the Series C Holders thereof from time to time. The Corporation
may deem and treat the registered Series C Holder of shares of Series C Preferred Stock as the absolute owner thereof for the purpose
of any conversion thereof and for all other purposes. The Corporation shall register the transfer of any shares of Series C Preferred
Stock in the Series C Preferred Stock Register, upon surrender of the certificates evidencing such shares to be transferred, duly endorsed
by the Series C Holder thereof, to the Corporation at its address specified herein. Upon any such registration or transfer, a new certificate
evidencing the shares of Series C Preferred Stock so transferred shall be issued to the transferee and a new certificate evidencing the
remaining portion of the shares not so transferred, if any, shall be issued to the transferring Series C Holder, in each case, within
three Business Days.


 


(iii)
No shares of Series C Preferred Stock may be issued except pursuant to the Exchange Agreement without the written consent of the Series
C Holders holding a majority of the then issued and outstanding Series C Preferred Stock.


 


3.
Dividends. Series C Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series
C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends (other than dividends in the
form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of
Common Stock) are specifically declared by the Board of Directors of the Corporation to be payable to the holders of the Common Stock.
Other than as set forth in the previous sentence, no other dividends shall be paid on shares of Series C Preferred Stock; and the Corporation
shall pay no dividends (other than dividends in the form of Common Stock) on shares of the Common Stock unless it simultaneously complies
with the previous sentence. For so long as any Series C Preferred Stock is outstanding, dividends may not be paid in the form of Common
Stock without the written consent of the Series C Holders holding a majority of the then issued and outstanding Series C Preferred Stock.


 


4.
Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Series C Preferred Stock shall
have no voting rights. However, as long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote of the Holders of a majority of the then outstanding shares of the Series C Preferred Stock, (a) disproportionally
alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend this Certificate
of Designations, (b) amend its certificate of incorporation or other charter documents in any manner that disproportionally adversely
affects any rights of the Holders, (c) increase or decrease the number of authorized shares of Series C Preferred Stock or (d) enter
into any agreement with respect to any of the foregoing.


 




    	43



     


    

 


5.
Rank; Liquidation. Upon liquidation, dissolution or winding up of the Corporation (a “Liquidation”),
whether voluntary or involuntary, each Series C Holder shall be entitled to receive the amount of cash, securities or other property
to which such holder would be entitled to receive with respect to such shares of Series C Preferred Stock if such shares had been converted
to Common Stock immediately prior to such Liquidation (without giving effect for such purposes to the Beneficial Ownership Limitation
set forth in Section 6(ii), subject to the preferential rights of holders of any senior securities of the Corporation.


 


6.
Conversion.


 


(i)
Conversion at Option of Holder. Each share of Series C Preferred Stock shall be convertible, at any time and from time
to time from and after the date of issuance, at the option of the Series C Holder thereof, into a number of shares of Common Stock equal
to the Conversion Ratio. Except for a conversion following a Fundamental Transaction or following a notice provided for under Section
7(iv)(b), Series C Holders shall exercise the option to convert by providing the Corporation with a written notice of conversion (a “Notice
of Conversion”), duly completed and executed. Each Notice of Conversion shall specify the number of shares of Series C Preferred
Stock to be converted, the number of shares of Series C Preferred Stock owned prior to the requested conversion, the number of shares
of Series C Preferred Stock owned subsequent to the requested conversion and the date on which such conversion is to be effected, which
date may not be prior to the date the applicable Series C Holder delivers such Notice of Conversion to the Corporation (the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the Business Day that the
Corporation receives the Notice of Conversion. Provided the Corporation’s transfer agent is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer program and the applicable Conversion Shares are either registered
for resale or eligible for resale without restriction pursuant to Rule 144 of the Securities Act, the Notice of Conversion may specify,
at the Series C Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Series C Holder’s
prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). The calculations
set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.


 


(ii)
Beneficial Ownership Limitation.


 


(a)
Notwithstanding anything herein to the contrary, the Corporation shall not effect any conversion of the Series C Preferred Stock, and
a Series C Holder shall not have the right to convert any portion of its Series C Preferred Stock, to the extent that, after giving effect
to an attempted conversion, such Series C Holder (together with such Series C Holder’s Affiliates, and any other Person whose beneficial
ownership of Common Stock would be aggregated with the Series C Holder’s for purposes of Section 13(d) of the Exchange Act and
the applicable rules and regulations of the Commission, including any “group” of which the Series C Holder is a member) would
beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below).


 


(b)
For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Series C Series C Holder
and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock subject
to conversion with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common
Stock which are issuable upon (A) conversion of the remaining, unconverted shares of Series C Preferred Stock beneficially owned by such
Series C Holder or any of its Affiliates, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Corporation beneficially owned by such Series C Holder or any of its Affiliates (including, without limitation, any convertible
notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. In addition, for purposes hereof,
“group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable rules and regulations of the Commission.


 




    	44



     


    

 


(c)
To the extent that the limitation contained in this Section 6(ii) applies, the determination of whether the Series C Preferred Stock
may be converted (in relation to other securities owned by the Series C Holder together with any Affiliates) and of which portion of
its Series C Preferred Stock may be converted shall be in the sole discretion of the Series C Holder and the submission of a Notice of
Conversion shall be deemed to be such Series C Holder’s determination of whether the shares of Series C Preferred Stock may be
converted (in relation to other securities owned by such Series C Holder together with any Affiliates) and how many shares of the Series
C Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. For purposes of this Section, in determining
the number of outstanding shares of Common Stock, a Series C Holder may rely on the number of outstanding shares of Common Stock as reflected
in (A) the Corporation’s most recent public filing with the Commission, (B) a more recent public announcement by the Corporation
or (C) a more recent notice by the Corporation or the Corporation’s transfer agent to the Series C Holder setting forth the number
of shares of Common Stock then outstanding. For any reason at any time, upon the written or oral request of a Series C Holder (which
may be by email), the Corporation shall, within two (2) Business Days of such request, confirm orally and in writing to such Series C
Holder (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Corporation, including
shares of Series C Preferred Stock, by such Series C Holder or its Affiliates since the date as of which such number of outstanding shares
of Common Stock was last publicly reported or confirmed to the Series C Holder.


 


(d)
The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock pursuant to such conversion (to the extent permitted pursuant to this Section).
The Series C Holder, upon not less than 61 days’ prior notice to the Corporation, may increase (in the event that that the Beneficial
Ownership Limitation is subsequently reduced) or decrease the Beneficial Ownership Limitation provisions of this Section, provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock upon the conversion the Series C Preferred Stock held by the Series C Holder
and the provisions of this Section shall continue to apply. Any such decrease will not be effective until the 61st day after such notice
is delivered to the Corporation and shall only be effective with respect to such Series C Holder. Any such increase will be effective
immediately or upon such other date designated by the Series C Holder, with respect to such Series C Holder. The provisions of this Section
shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained
and the shares of Common Stock underlying the Series C Preferred Stock in excess of the Beneficial Ownership Limitation shall not be
deemed to be beneficially owned by the Series C Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of
the Exchange Act. If the application of the Beneficial Ownership Limitation would prevent the issuance of Common Stock or Common Stock
Equivalent to Holder, then such right to receive Common Stock or Common Stock Equivalent will be held in abeyance until Holder notifies
the Corporation that such shares of Common Stock or Common Stock Equivalent may be delivered without violating the Beneficial Ownership
Limitation.


 


(e)
The Beneficial Ownership Limitation provisions of this Section 6(ii) may be waived at the election of any Series C Holder upon not less
than 61 days’ prior written notice to the Corporation. Any such waiver will not be effective and the provisions of this Section
6(ii) shall continue to apply until the 61st day (or later, if stated in the notice) after such notice of waiver is delivered to the
Corporation.


 


(iii)
Mechanics of Conversion.


 


(a)
Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than two Business Days after the applicable Conversion
Date (the “Share Delivery Date”), the Corporation shall (a) deliver, or cause to be delivered, to the converting Series
C Holder a physical certificate or certificates representing the number of Conversion Shares being acquired upon the conversion of shares
of Series C Preferred Stock or (b) in the case of a DWAC Delivery, electronically transfer such Conversion Shares by crediting the account
of the Series C Holder’s prime broker with DTC through its DWAC system. If in the case of any Notice of Conversion such certificate
or certificates are not delivered to or as directed by or, in the case of a DWAC Delivery, such shares are not electronically delivered
to or as directed by, the applicable Series C Holder by the Share Delivery Date, the applicable Series C Holder shall be entitled to
elect to rescind such Conversion Notice by written notice to the Corporation at any time on or before its receipt of such certificate
or certificates for Conversion Shares or electronic receipt of such shares, as applicable, in which event the Corporation shall promptly
return to such Series C Holder any original Series C Preferred Stock certificate delivered to the Corporation and such Series C Holder
shall promptly return to the Corporation any Common Stock certificates or otherwise direct the return of any shares of Common Stock delivered
to the Series C Holder through the DWAC system, representing the shares of Series C Preferred Stock unsuccessfully tendered for conversion
to the Corporation. The Series C Holder shall not be required to surrender the original certificates representing the share(s) of Series
C Preferred Stock being converted.


 




    	45



     


    

 


(b)
Obligation Absolute. Subject to Section 6(ii) hereof and subject to a Series C Holder’s right to rescind a Conversion
Notice pursuant to Section 6(iii)(a) above, the Corporation’s obligation to issue and deliver the Conversion Shares upon conversion
of Series C Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction
by a Series C Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by such Series C Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law
by such Series C Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of
the Corporation to such Series C Holder in connection with the issuance of such Conversion Shares. Subject to the Beneficial Ownership
Limitation herein and subject to a Series C Holder’s right to rescind a Conversion Notice pursuant to Section 6(iii)(a) above,
in the event a Series C Holder shall elect to convert any or all of its Series C Preferred Stock, the Corporation may not refuse conversion
based on any claim that such Series C Holder or any one Person associated or affiliated with such Series C Holder has been engaged in
any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to such Series C Holder, restraining
and/or enjoining conversion of all or part of the Series C Preferred Stock of such Series C Holder shall have been sought and obtained
by the Corporation, and the Corporation posts a surety bond for the benefit of such Series C Holder in the amount of 150% of the value
of the Conversion Shares into which would be converted the Series C Preferred Stock which is subject to such injunction, which bond shall
remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable
to such Series C Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall, subject to the Beneficial
Ownership Limitation herein and subject to Series C Holder’s right to rescind a Conversion Notice pursuant to Section 6(iii)(a)
above, issue Conversion Shares upon a properly noticed conversion. If the Corporation fails to deliver to a Series C Holder such certificate
or certificates, or electronically deliver (or cause its transfer agent to electronically deliver) such shares in the case of a DWAC
Delivery, pursuant to Section 6(iii)(a) on or prior to the Share Delivery Date applicable to such conversion (other than a failure caused
by incorrect or incomplete information provided by Series C Holder to the Corporation), then, unless the Series C Holder has rescinded
the applicable Conversion Notice pursuant to Section 6(iii)(a) above, the Corporation shall pay (as liquidated damages and not as a penalty)
to such Series C Holder an amount payable in cash equal to two percent (2%) of the product of (x) the number of Conversion Shares required
to have been issued by the Corporation on such Share Delivery Date, (y) the Attributed Value and (z) the number of Business Days actually
lapsed after such Share Delivery Date during which such certificates have not been delivered, or, in the case of a DWAC Delivery, such
shares have not been electronically delivered. Nothing herein shall limit a Series C Holder’s right to pursue actual damages for
the Corporation’s failure to deliver Conversion Shares within the period specified herein and such Series C Holder shall have the
right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief; provided that Series C Holder shall not receive duplicate damages for the Corporation’s failure to deliver
Conversion Shares within the period specified herein. The exercise of any such rights shall not prohibit a Series C Holder from seeking
to enforce damages pursuant to any other Section hereof or under applicable law.


 


(c)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred
Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Series C Holders, not less
than one hundred and fifty percent (150%) of the aggregate number of shares of the Common Stock as shall be issuable (taking into account
the adjustments of Section 7) upon the conversion of all outstanding shares of Series C Preferred Stock without taking into account any
Beneficial Ownership Limitation. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue,
be duly authorized, validly issued, fully paid and nonassessable.


 




    	46



     


    

 


(d)
Fractional Shares. No fractional shares of Common Stock shall be issued upon the conversion of the Series C Preferred Stock.
As to any fraction of a share which a Series C Holder would otherwise be entitled to receive upon such conversion, such fraction shall
be rounded up or down to the next whole share.


 


(e)
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock upon conversion of the Series
C Preferred Stock shall be made without charge to any Series C Holder for any documentary stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than
that of the registered Series C Holder(s) of such shares of Series C Preferred Stock and the Corporation shall not be required to issue
or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation
the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation
shall pay all transfer agent fees required for processing of any Notice of Conversion and provide, at its own expense, any legal opinion
requested by the Corporation’s transfer agent or other person in connection with such conversion.


 


(f)
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available
to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable certificate or certificates by the Share
Delivery Date pursuant to Section 6 in the form required by Section 6, and if after such Share Delivery Date such Holder is required
by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to
receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then as such Holder’s partial
remedy against the Corporation and the Corporation’s partial liability in respect of such Buy-In, the Corporation shall (A) pay
in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such
Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of
(1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by
(2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions)
and (B) at the option of such Holder, either reissue (if surrendered) the shares of Series C Preferred Stock equal to the number of shares
of Series C Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder
the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements
under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted conversion of shares of Series C Preferred Stock with respect to which the actual sale price of the
Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A)
of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation
written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s
failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Series C Preferred Stock
as required pursuant to the terms hereof.


 


(iv)
Status as Stockholder. Upon each Conversion Date, (i) the shares of Series C Preferred Stock being converted shall be deemed
converted into shares of Common Stock and (ii) the Series C Holder’s rights as a holder of such converted shares of Series C Preferred
Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock, the right to rescind
such conversion as set forth in Section 6 above, and to any remedies provided herein or otherwise available at law or in equity to such
Series C Holder because of a failure by the Corporation to comply with the terms herein. In all cases, the holder shall retain all of
its rights and remedies for the Corporation’s failure to convert Series C Preferred Stock.


 




    	47



     


    

 


7.
Certain Adjustments.


 


(i)
Stock Dividends and Stock Splits. If the Corporation, at any time while this Series C Preferred Stock is outstanding: (A)
pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series C Preferred Stock) with respect
to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C)
combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues
in the event of a reclassification of shares of Common Stock any shares of capital stock of the Corporation, then the Conversion Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section
7(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.


 


(ii)
Fundamental Transaction. If, at any time while this Series C Preferred Stock is outstanding, (A) the Corporation effects
any merger or consolidation of the Corporation with or into another Person (other than a merger in which the Corporation is the surviving
or continuing entity and its Common Stock is not exchanged for or converted into other securities, cash or property), (B) the Corporation
effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer
or exchange offer (whether by the Corporation or another Person) is completed pursuant to which all of the Common Stock is exchanged
for or converted into other securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or
any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered by Section 7(i) above)
to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then, upon any subsequent conversion of this Series C Preferred Stock the Series C Holders shall have the right
to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such subsequent
conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation
shall adjust the Conversion Ratio in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Series C Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series
C Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor
to the Corporation or surviving entity in such Fundamental Transaction shall file an amendment to this Amended and Restated Certificate
of Incorporation or separate certificate of designation with the same terms and conditions and issue to the Series C Holders new preferred
stock consistent with the foregoing provisions and evidencing the Series C Holders’ right to convert such preferred stock into
Alternate Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction
is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7(ii)
and insuring that the Series C Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction. The Corporation shall cause to be delivered to each Series C Holder, at its last address as it
shall appear upon the stock books of the Corporation, written notice of any Fundamental Transaction at least 20 calendar days prior to
the date on which such Fundamental Transaction is expected to become effective or close.


 




    	48



     


    

 


(iii)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(i) above, if at any time the Corporation
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if
the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Series C Preferred
Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent
(or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to
such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Beneficial Ownership Limitation).


 


(iv)
Pro Rata Distributions. The Corporation, at any time while the Series C Preferred Stock is outstanding, shall include Holders,
on an as-if-converted-to-Common-Stock basis, in all distributions of any kind (including cash and cash dividends) issued to all holders
of Common Stock.


 


(v)
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.


 


(vi)
Notice to Holders.


 


(a)
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7(iv)(a),
the Corporation shall promptly deliver to each Series C Holder a notice setting forth the Conversion Ratio after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.


 


(b)
Other Notices. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any
reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or
substantially all of the assets of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained
for the purpose of conversion of this Series C Preferred Stock, and shall cause to be delivered to each Series C Holder at its last address
as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice.


 




    	49



     


    

 


8.
Miscellaneous.


 


(i)
Notices. Any and all notices or other communications or deliveries to be provided by the Series C Holders hereunder including,
without limitation, any Notice of Conversion, shall be in writing and delivered personally, by email, or sent by a nationally recognized
overnight courier service, addressed to the Corporation, at [RC], email: [RC], or such other email number or address as the Corporation
may specify for such purposes by notice to the Series C Holders delivered in accordance with this Section. Any and all notices or other
communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by email, or sent
by a nationally recognized overnight courier service addressed to each Series C Holder at the email number or address of such Series
C Holder appearing on the books of the Corporation, or if no such email number or address appears on the books of the Corporation, at
the principal place of business of such Series C Holder. Any notice or other communication or deliveries hereunder shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email at the email number
specified in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the date immediately following the date of transmission,
if such notice or communication is delivered via email at the email number specified in this Section between 5:30 p.m. and 11:59 p.m.
(New York City time) on any date, (iii) the second Business Day following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.


 


(ii)
Lost or Mutilated Series C Preferred Stock Certificate. If a Series C Holder’s Series C Preferred Stock certificate
shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation
of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares
of Series C Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership thereof, reasonably satisfactory to the Corporation and, in each case, customary and reasonable
indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations
and procedures and pay such other reasonable third-party costs as the Corporation may prescribe.


 


(iii)
Status of Converted Series C Preferred Stock. If any shares of Series C Preferred Stock shall be converted or reacquired
by the Corporation, such shares shall resume the status of authorized but unissued shares of Preferred Stock and shall no longer be designated
as Series C Preferred Stock.


 


(iv)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate
of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement
and defense of the transactions contemplated by any of the Tender Agreement, the Exchange Agreement and any other agreement delivered
or entered into in connection therewith (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,
employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New
York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper
or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce
any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of
such action or proceeding.


 




    	50



     


    

 


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


 


(vi)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of
this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall
nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed
interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically
be lowered to equal the maximum rate of interest permitted under applicable law.


 


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


 


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


 


(ix)
Redemption. The Corporation shall have no right to require a Holder of Series C Preferred Stock to surrender such Series
C Preferred Stock for redemption.


 


(x)
Effective Date. The effective date of this Certificate of Designations shall be [RC], 2021.


 


*****


 




    	51



     


    

 


IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by [name], its [title] this [__] day of
[__], 2021.


 


	 	UNIQUE
    LOGISTICS INTERNATIONAL, INC.
	 	 	                                 
	 	By:	/s/
    [Name]
	 	[Name]


 




    	52



     


    

 


Exhibit
B


 


REQUESTED
OPINIONS


 


1.
The Company and each Subsidiary is duly incorporated, validly existing and in good standing in the jurisdictions of their formation;
have qualified to do business in each state and jurisdiction where required unless the failure to do so would not have a material impact
on their operations; and have the requisite corporate power and authority to conduct their businesses, and to own, lease and operate
their properties.


 


2.
The Company and each Subsidiary has the requisite corporate power and authority to execute, deliver and perform its obligations under
the Documents. The Documents, and the issuance of the Preferred Stock and Exchange Shares and the reservation and issuance of Conversion
Shares have been (a) duly approved by the Board of Directors of the Company, as required, and (b) all of the foregoing, when issued pursuant
to the Agreement and upon delivery, shall be validly issued and outstanding, fully paid and non-assessable.


 


3.
The execution, delivery and performance of the Documents by the Company and the consummation of the transactions contemplated thereby,
will not, with or without the giving of notice or the passage of time or both:


 


(a)
Violate the provisions of the Certificate of Incorporation or bylaws of the Company or each Subsidiary; or


 


(b)
To the best of counsel’s knowledge, violate any judgment, decree, order or award of any court binding upon the Company or each
Subsidiary.


 


4.
The Documents constitute the valid and legally binding obligations of the Company and are enforceable against the Company in accordance
with their respective terms.


 


5.
The Preferred Stock, Exchange Shares and Conversion Shares have not been registered under the Securities Act of 1933, as amended (the
“Act”) or under the laws of any state or other jurisdiction, and are or will be issued pursuant to a valid exemption from
registration.


 


6.
The holding period of the Exchange Shares for purposes of Rule 144 and Section 4(a)(1) of the Securities Act tacks on to the holding
period of the securities surrendered in exchange for the Exchange Shares pursuant to the Securities Purchase Agreement.


 


7.
The holders of the Preferred Stock, Exchange Shares and Conversion Shares will not be subject to the provisions of the anti-takeover
statutes of Nevada.


 


8.
The Company and each Subsidiary has either obtained the approval of the transactions described in the Documents from its, Principal Market
and shareholders, or no such approval is required.


 


9.
The Company, Subsidiaries and their Boards 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 and Subsidiaries’ Certificates of Incorporation (or similar charter documents) or the laws
of their respective jurisdictions of incorporation that is or could become applicable to the Holders as a result of the Holders, the
Company and Subsidiaries fulfilling their obligations or exercising their rights under the Documents, including without limitation as
a result of the Company’s issuance of the Preferred Stock, Exchange Shares and Conversion Shares and the Holders’ ownership
of the Preferred Stock, Exchange Shares and Conversion Shares.


 




    	53



     


    

 


Exhibit
C


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2021, between Unique Logistics
International, Inc., a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such
purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This
Agreement is made pursuant to the Securities Exchange Agreement, dated as of the date hereof, between the Company and each Purchaser
(as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”).


 


The
Company and each Purchaser hereby agrees as follows:


 


1.
Definitions.


 


Capitalized
terms used and not otherwise defined herein that are defined in the Exchange Agreement shall have the meanings given such terms in the
Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the (i) earliest effective
date of the Qualified Financing Registration Statement, and (ii) the 60th day after each other Filing Date (or, in the event
of a “full review” by the Commission, the 90th calendar day following the date such additional Registration Statement
is required to be filed hereunder); provided, however, that in the event the Company is notified by the Commission that
one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such
date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading
Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


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


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, (A) with respect to the Initial Registration Statement required hereunder, the initial filing date of a registration
statement in connection with the Qualified Financing Registration Statement, (B) with respect to the Subsequent Registration Statement
the 30th calendar day after the initial closing of the Qualified Financing; and (C) with respect to any additional Registration
Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted
by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 




    	54



     


    

 


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


 


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


 


“Initial
Registration Statement” means the Qualified Financing Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the
Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Qualified
Financing Registration Statement” means the registration statement filed in connection with the Qualified Financing.


 


“Registrable
Securities” means, as of any date of determination, (a) all Exchange Shares and Underlying Shares then issued and issuable
upon conversion in full of the Preferred Stock (assuming on such date the shares of Preferred Stock are converted in full without regard
to any conversion limitations therein), (b) 25,000,000 shares of Common Stock held by the Purchaser, which, if such 25,000,000 shares
is not equal to $1,000,000 of value, valued at the lowest price at which shares of Common Stock are issued in the Qualified Financing,
shall be increased or decreased to a number of shares of Common Stock equal to $1,000,000 valued at the lowest price at which shares
of Common Stock are issued in the Qualified Financing, (c) all shares of Common Stock issued and issuable as dividends on the Preferred
Stock assuming all dividend payments are made in shares of Common Stock and the Preferred Stock is held for at least 3 years, (d) any
additional shares of Common Stock issued and issuable in connection with any anti-dilution or reset provisions in the Exchange Agreement
and Preferred Stock (in each case, without giving effect to any limitations on conversion set forth in the Certificate of Designation),
and (e) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities
(and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by
the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective
Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities
(not including the Registration Set-aside) become eligible for resale without volume or manner-of-sale restrictions and without current
public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable
to the Transfer Agent and the affected Holders.


 


“Registration
Set-aside” shall have the meaning set forth in Section 2(a).


 




    	55



     


    

 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


“Subsequent
Registration Statement” means a Registration Statement required to be filed not later than 30 days after the initial closing
under the Qualified Financing.


 


2.
Shelf Registration.


 


(a)
Subject to the limitation set forth in the penultimate sentence of this Section 2(a) with respect to the Qualified Financing Registration
Statement, on or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering
the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another
appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at
least 50.1% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A
and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however,
that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent.
Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement
(including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration
Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration
Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule
144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via
e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness
with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m.
(New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission
as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure
to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). The Initial Registration Statement to be filed in
connection with the filing of a Registration Statement for the Qualified Financing shall include Registrable Securities only on behalf
of 3a Capital Establishment, comprised of 25,000,000 shares of Common Stock currently held by 3a Capital Establishment, which, if such
25,000,000 shares is not equal to $1,000,000 of value valued at the lowest price at which shares of Common Stock are issued in the Qualified
Financing, shall be increased or decreased to a number of shares of Common Stock equal to $1,000,000 valued at the lowest price at which
shares of Common Stock are issued in the Qualified Financing, (the “Registration Set-aside”). Each other Registration
Statement to be filed hereunder shall include all Registrable Securities except as described above.


 




    	56



     


    

 


(b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial
Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered
by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering,
subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions
of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.


 


(c)
Subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation
on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and
notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion
of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will be reduced as follows:


 


	 	i.	 	First,
    the Company shall reduce or eliminate any securities to be included other than Registrable Securities held by Purchasers under the
    Exchange Agreement;
	 	 	 	 
	 	ii.	 	Second,
    the Company shall reduce Underlying Shares not included in the Registration Set-aside, (applied, in the case that some Underlying
    Shares may be registered, to the Holders on a pro rata basis based on the total number of Underlying Shares initially acquirable
    under the Purchase Agreement by such Holders); and
	 	 	 	 
	 	iii.	 	Third,
    the Company shall reduce Registrable Securities not included in the Registration Set-aside represented by Conversion Shares (applied,
    in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered
    Conversion Shares and Exchange Shares held or acquirable under the Purchase Agreement and upon conversion of the Preferred Stock
    by such Holders).


 




    	57



     


    

 


Under
no circumstances may a cutback be applied to The Registration Set-aside. In the event of a cutback hereunder, the Company shall give
the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. If subject
to cutback, each Holder may allocate for itself the relative amounts of Exchange Shares and Conversion Shares to be cutback. In the event
the Company amends any Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the
Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general,
one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that
were not registered for resale on the Initial Registration Statement, as amended. Anything to the contrary herein notwithstanding, no
cutbacks may be made to the Registration Set-aside.


 


(d)
If: (i) the Initial Registration Statement, (ii) the Subsequent Registration Statement, or (iii) any Registration Statement required
to be filed hereunder pursuant to Sections 2(c) or 3(c) or otherwise, is not filed on or prior to its Filing Date (if the Company files
the Initial Registration Statement or the Subsequent Registration Statement or any other Registration Statement without affording the
Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not
satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement
in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that
the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed”
or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file
a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement
within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order
for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable
Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after
the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as
to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus
therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen
(15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred
to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of
clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10)
calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as
applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may
have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable
Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate dollar value of the New Securities received
by such Holder pursuant to the Exchange Agreement having an attributed value per share equal to the highest price at which a share of
Common Stock is sold in the Qualified Offering. If the Company fails to pay any partial liquidated damages pursuant to this Section in
full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are
due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 




    	58



     


    

 


(e)
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(f)
The Registration Set-aside and the shares to be registered in connection with the Qualified Offering for resale to the public and on
behalf of the underwriter of the Qualified Offering must be filed for registration in a single registration statement.


 


(g)
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate
of a Holder as any Underwriter without the prior written consent of such Holder.


 


3.
Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration
Statement or two (2) Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B
(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing
Date or by the end of the fifth (5th) Trading Day following the date on which such Holder receives draft materials in accordance
with this Section.


 




    	59



     


    

 


(b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to
the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such
Registrable Securities.


 


(d)
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings
for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes is material and that, in the determination of the Company,
makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,
however, that in no event shall any such notice contain any information which would constitute material, non-public information
regarding the Company or any of its Subsidiaries.


 




    	60



     


    

 


(e)
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or
successor thereto) need not be furnished in physical form.


 


(g)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)
Prior to any resale of Registrable Securities by a Holder, use its best efforts, at the Company’s cost and expense, to register
or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions
within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in
such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required
to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by the Exchange Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may request.


 


(j)
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section
3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall
suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration
Statement and Prospectus, subject to the payment of liquidated damages otherwise required pursuant to Section 2(d), for a period not
to exceed 30 calendar days (which need not be consecutive days) in any 12-month period.


 




    	61



     


    

 


(k)
Otherwise use best efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange
Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment
thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during
the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are
required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably
necessary to facilitate the registration of the Registrable Securities hereunder.


 


(l)
The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration
of the resale of Registrable Securities.


 


(m)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control
over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of
the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for
trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual
audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 




    	62



     


    

 


5.
Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities
as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and 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 each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and 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 each such
controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a 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
or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any
rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the
Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section
3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such
Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt
by such Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is
aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(f).


 


(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any 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 (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in
the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex
A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder
be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating
to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or
omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such
indemnification obligation.


 




    	63



     


    

 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure
shall have materially and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to
the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.


 




    	64



     


    

 


(d)
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party
would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party
in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the
dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the
amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


6.
Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and
each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect
of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for Common Stock to be issued to the
underwriter and public purchasers of securities offered in the Qualified Financing, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statement other than
the Registrable Securities.


 




    	65



     


    

 


(c)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be
subject to the provisions of Section 2(d).


 


(d)
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if
within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however,
that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale
pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant
to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions
by such Holder.


 


(e)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification
or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder
(or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to
a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each
Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities
shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly
affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver
or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section 6(e). No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 


(f)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Exchange Agreement.


 




    	66



     


    

 


(g)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Exchange Agreement.


 


(h)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(h), neither the Company nor any of its Subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(i)
Execution and Counterparts. 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
the other party, it being understood that both 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.


 


(j)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Exchange Agreement.


 


(k)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(l)
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 best
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.


 


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


 


(n)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint
with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action
taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture
or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges
that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations
or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such
purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,
not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested
to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company
and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


(o)
Equitable Adjustment. Share price, share amounts, volume and attributed value amounts, liquidated damages calculations and similar
figures in this Agreement shall be equitably adjusted (but without duplication) to offset the effect of stock splits, dividends, similar
events and as otherwise described in this Agreement.


 


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


 


(Signature
Pages Follow)


 




    	67



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	Unique
    Logistics International, Inc.
	 	 	                               
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO UNIQUE LOGISTISTICS INTERNATIONAL, INC. REGISTRATION RIGHTS AGREEMENT]


 


Name
of Holder: ______________________________________________________________


 


Signature
of Authorized Signatory of Holder: ________________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


State
of Residence of Purchaser: ___________________________________________________


 


Address
for Notice to Purchaser: ___________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 



     


    

 


Schedule
6(h)


 


Persons
with Registration Rights


 


3a
Capital Establishment


Trillium
Partners, LP


 




    	70



     


    

 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	settlement
    of short sales;
	 	 	 
	 	●	in
    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
    price per security;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.


 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 




    	 



     


    

 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    	2



     


    

 


SELLING
SHAREHOLDERS


 


The
common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable
to the selling shareholders, upon the Exchange and conversion of Preferred Stock. For additional information regarding the issuances
of those shares of common stock, see “Private Placement of Shares of Common Stock” above. We are registering the shares of
common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of
the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years.


 


The
table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by
each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,
based on its ownership of the shares of common stock and Preferred Stock as of ________, 2021, assuming conversion of the Preferred Stock
held by the selling shareholders on that date, without regard to any limitations on conversions.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling shareholders.


 


In
accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale
of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private
Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock
issued and common stock issuable upon conversion of the Preferred Stock, determined as if the outstanding Preferred Stock was fully converted
as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading
day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement,
without regard to any limitations on the conversion of the Preferred Stock. The fourth column assumes the sale of all of the shares offered
by the selling shareholders pursuant to this prospectus.


 


Under
the terms of the Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and
attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our
then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable
upon conversion of Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect
this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 


	

    Name of Selling Shareholder	 	Number
    of shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of shares of Common Stock Owned After Offering


 




    	3



     


    

 


Annex
C


 


Unique
Logistics International, Inc.


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of Unique Logistics International, Inc.,
a Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)
to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address
set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.
	 	 	 
	 	(a)	Full
    Legal Name of Selling Stockholder


 


	 	 


 


	 	(b)	Full
    Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:


 


	 	 


 


	 	(c)	Full
    Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote
    or dispose of the securities covered by this Questionnaire):


 


	 	 


 




    	 



     


    

 


	2.	Address
    for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:
	 
	 
	Fax:
	 
	 
	Contact
    Person:
	 
	 


 


	3.	Broker-Dealer
    Status:


 


	 	(a)	Are
    you a broker-dealer?


 


	 	Yes
    [  ]	No
    [  ]


 


	 	(b)	If
    “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to
    the Company?


 


	 	Yes
    [  ]	No
    [  ]


 


	 	Note:	If
    “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the
    Registration Statement.


 


	 	(c)	Are
    you an affiliate of a broker-dealer?


 


	 	Yes
    [  ]	No
    [  ]


 


	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,
    and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
    indirectly, with any person to distribute the Registrable Securities?


 


	 	Yes
    [  ]	No
    [  ]


 


	 	Note:	If
    “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the
    Registration Statement.


 




    	2



     


    

 


	4.	Beneficial
    Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Exchange Agreement.


 


	 	(a)	Type
    and Amount of other securities beneficially owned by the Selling Stockholder:


 


	 	 
	 	 


 


	5.	Relationships
    with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 	 
	 	 


 


The
undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall
not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment
of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.


 


	Date:	 	 	Beneficial
    Owner: 	 


 


	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 




    	3



     


    

 


Exhibit
D


 


TA
Letter


 


Unique
Logitics International, Inc.


 


August
__, 2021


 


Action
Stock Transfer Corporation


2469
E. Fort Union Blvd., Suite 214


Salt
Lake City, UT 84121


 


Ladies
and Gentlemen:


 


Unique
Logitics International, Inc.., a Nevada corporation (the “Company”), Trillium Partners, LP (“Trillium”), and
3a Capital Establishment (“3a” and together with Trillium each an “Investor” and collectively the “Investors”)
have entered into that certain Securities Exchange Agreement dated August 10, 2021 (the “Agreement”) a copy of which is attached
hereto (the “Securities Exchange Agreement”).


 


Pursuant
to the Securities Exchange Agreement, you are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of
common stock (“Common Stock”) of the Company as set forth in the Securities Exchange Agreement (initially, 75,000,000 shares
on behalf of 3a and 65,000,000 on behalf of Trillium)(the “Minimum Reserve Amount”).


 


So
long as you have previously received confirmation from the Company (or an Investor’s counsel) that the shares have been registered
under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction and the Company or its counsel or Investor’s
counsel provides an opinion of counsel to that effect that is satisfactory to the transfer agent and the number of shares to be issued
are less than 9.99% of the total issued and outstanding common stock of the Company, such shares should be transferred in certificated
form without any legend which would restrict the transfer of the shares, and you should remove all stop- transfer instructions relating
to such shares (such shares shall be issued from the reserve, but in the event that there are insufficient reserve shares of Common Stock
to accommodate a conversion notice, your firm and the Company agree that the conversion notice should be completed using authorized but
unissued shares of Common Stock that the Company has from its treasury). Until such time as you are advised by an Investor or Company
counsel that the shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction
(and have been provided by an Investor or Company counsel with an opinion of counsel to that effect that is satisfactory to the transfer
agent) and the number of shares to be issued ate less than 9.99% of the total issued and outstanding common stock of the Company, you
are hereby instructed to place the following legends on the certificates:


 




    	4



     


    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


The
legend set forth above shall be removed and you are instructed to issue a certificate without such legend to the holder of any shares
upon which it is stamped, if: (a) such shares are registered for sale under an effective registration statement filed under the 1933
Act or otherwise may be sold pursuant to Rule 144 without any restriction (and the Company or its counsel or Investor’s counsel
provides an opinion of counsel to that effect that is satisfactory to the transfer agent) and the number of shares to be issued is less
than 9.99% of the total issued and outstanding common stock of the Company, and (b) such holder provides the Company and the transfer
agent with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions (and satisfactory
to the transfer agent), to the effect that a public sale or transfer of such security may be made without registration under the 1933
Act and such sale or transfer is effected or (c) such holder provides the Company and the transfer agent with reasonable assurances and
an opinion of counsel to that effect is satisfactory to the transfer agent that such shares can be sold pursuant to Rule 144. The transfer
agent must issue the shares of common stock to the Investors, pursuant to this letter, despite any threatened or ongoing dispute between
the Company and an Investor, unless there is a valid court order prohibiting such issuance.


 


The
Company hereby requests that your firm act promptly within three (3) business days, without unreasonable, and without the need for any
action or confirmation by the Company with respect to the issuance of Minimum Reserve Amount pursuant to any notices received from an
Investor. Additionally, the Company hereby requests that upon an Investor’s request, you shall provide the Investor, with notice
to the Company, with information regarding the share structure of the Company, including transaction reports or related reports reflecting
issued shares, cost basis, authorized shares, issued shares, and public float.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith You shall have no liability to the Company in respect to any action taken or
any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely
in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense m carrying out the authority and direction herein contained on the
terms herein set forth.


 


The
Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, the Company shall engage a suitable
replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions of these
irrevocable Instructions within five (5) business days.


 


The
Company hereby authorizes the issuance of the Minimum Reserve Amount reserved hereunder pursuant to the terms of the Securities Exchange
Agreement and any such shares shall be considered fully paid and non-assessable at the time of their issuance.


 




    	5



     


    

 


The
Investors and Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require or
be construed in any way to require the transfer agent, in its sole discretion as the transfer agent, to do, take or not do or take any
action that would be contrary to any Federal or State law, rule, or regulation including but expressly not limited to both the Securities
Act of 1933 and the Securities and Exchange Act of 1934 as amended and the rules and regulations promulgated there under by the Securities
and Exchange Commission.


 


The
Investors are intended to be and are third party beneficiaries hereof, and no amendment or modification to the instructions set forth
herein may be made without the consent of the Investors.


 


	 	Very
    truly yours,
	 	 
	 	Unique
    Logistics International Holdings, Inc.
	 	 
	 	 
	 	Chief
    Executive Officer


 


	Acknowledged
    and Agreed:	 
	 	 
	Action
    Stock Transfer & Trust Co.	 
	 	 
	By:	                       	 
	Name:	 	 
	Title	 	 


 




    	6



     


    

 


Schedule
A


 


	Holder	 	January
    Note	 	January
    Warrants	 	October
    Note	 	October
    Warrants
	3a
    Capital Establishment	 	A
    note dated January 28, 2021 in the original principal amount of $916,667.00	 	None	 	A
    note dated October 14, 2020, in the original principal amount of $1,111,000.00	 	Warrant
    numbered A2 dated 10/14/20 exercisable for 570,478,452 shares
	 	 	 	 	 	 	 	 	 
	Trillium
    Partners, LP	 	A
    note dated January 28, 2021 in the original principal amount of $916,667.00	 	None	 	A
    note dated October 7, 2020, in the original principal amount of $1,111,000.00	 	Warrant
    numbered A1 dated 10/7/20 exercisable for 570,478,452 shares


 




    	1



     


    

 


Schedule
1.1


 


Bridge
Financing


 


[insert
actual terms or parameters with sufficient specificity]


 




    	2



     


    

 


Schedule
3.1(g)


 


Capitalization


 


[insert
schedule with the CURRENT cap table including outstanding warrants and options – do NOT include projections for potential future
deals including the bridge and exchange]


 


3a
Capital Establishment and Trillium Partners, LP have registration rights and rights of participation


 




    	3



     


    

 


Schedule
3.1 (t)


 


Fees


 


None




    	4



     


    

 


Schedule
3.1 (v)


 


Persons
with Registration Rights


 


3a
Capital Establishment and Trillium Partners, LP have registration rights


 




    	5



     


    

 


Schedule
3.1 (jj)


 


Indebtedness


 


None


 




    	6



     


    

 


Schedule
4.9


 


Reserve
Shares


 


Seventy
Five million (75,000,000) shares reserved for 3a Capital Establishment


Sixty
Five million (65,000,000) shares reserved for Trillium Partners, LP


One
Hundred Twenty Five million (125,000,000) shares reserved for Sunandan Ray


 


These
numbers are subject to adjustment pursuant to Section 5.21


 




    	7