Exhibit 4.4


 


WAIVER


 


This WAIVER
(the “Waiver”), dated as of December [__], 2017, is made by the investor listed on the signature page attached
hereto (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the November 2016 SPA (as defined below), as applicable.


 


RECITALS


 


A. Reference is made
to that certain Securities Purchase Agreement dated as of November 23, 2016, by and among the Company, the Holder and the other
investors listed on the signature pages attached thereto and party to a joinder agreement thereto (the “November 2016
SPA”) and the Senior Secured Notes issued to the Holder pursuant thereto (as amended from time to time prior to the date
hereof, the “November 2016 Notes”);


 


B. Reference is made
to that certain Securities Purchase Agreement dated as of September 19, 2017, by and among the Company and the investors listed
on the signature pages attached thereto (as amended, restated, modified or joined from time to time, the “September 2017
SPA”), pursuant to which the Company issued convertible senior secured promissory notes in an aggregate principal amount
of approximately $1.0 million and related warrants to purchase up to an aggregate of 400,000 shares of the Company’s Common
Stock;


 


C. In order to support
its working capital needs, the Company desires to issue additional convertible senior secured promissory notes pursuant to the
September 2017 SPA in an aggregate principal amount of up to $1,111,112 (the “Additional December 2017 Notes”)
and related warrants to purchase up to an aggregate of 444,444 shares of the Company’s Common Stock (the “Additional
December 2017 Warrants”) and the Holder desires to waive the application of certain provisions in the November 2016 SPA
and November 2016 Notes in connection with the issuance of the Additional December 2017 Notes and Additional December 2017 Warrants;
and


 


D. In compliance with
Section 15 of the November 2016 Notes and the November 2016 SPA, this Waiver shall only be effective upon the execution and delivery
of this Waiver and waivers in form and substance identical to this Waiver (other than with respect to the identity of the Holder
and any provision regarding the reimbursement of legal fees) (together with this Waiver, the “Waivers”) by other
holders of the November 2016 Notes representing at least the Required Holders (as defined in each of the November 2016 Notes) (such
time, the “Effective Time”).


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the foregoing mutual premises and the covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE I


SECURITIES PURCHASE
AGREEMENT


 


1.
Waiver of Effect of Issuance of Additional December 2017 Notes on November 2016 SPA. Each Required Holder hereby consents
to the waiver of, and hereby irrevocably waives, the effect of the issuance of the Additional December 2017 Notes and the Additional
December 2017 Warrants pursuant to September 2017 SPA on any representation, warranty or covenant in the November 2016 SPA, including
but not limited to Sections 4(k) and 4(r) thereof.


 






     


     


    

 


ARTICLE II


NOTES


 


1.
Waiver of Effect of Issuance of Additional December 2017 Notes on November 2016 Notes. Each Required Holder hereby consents
to the waiver of, and hereby irrevocably waives, the effect of the issuance of the Additional December 2017 Notes and the Additional
December 2017 Warrants pursuant to the September 2017 SPA on any representation, warranty or covenant in the November 2016 Notes,
including but not limited to Sections 4(a) and 14(d) thereof.


 


article
iII

MISCELLANEOUS


 


1. Effect of this
Waiver. This Waiver shall form a part of the November 2016 Notes for all purposes, and each holder of November 2016 Notes shall
be bound hereby. This Waiver shall only be deemed to be in full force and effect from and after both the execution of this Waiver
by the parties hereto and the execution of Waivers substantially identical to this Waiver by the “Holders” holding
at least a majority of the aggregate principal amount of the November 2016 Notes outstanding, including the Lead Investor, as well
as the Collateral Agent, that, together with undersigned, constitute the Required Holders. From and after such effectiveness, any
reference to the November 2016 Notes shall be deemed to be a reference to the November 2016 Notes, as modified hereby. Except as
specifically amended as set forth herein, each term and condition of the November 2016 Notes shall continue in full force and effect.


 


2. Entire Agreement.
This Waiver, together with the November 2016 SPA and November 2016 Notes, as amended to date, contains the entire agreement of
the parties with respect to the matters contemplated hereby and thereby, and supersedes any prior or contemporaneous written or
oral agreements between them concerning the subject matter of this Waiver.


 


3. Governing Law.
This Waiver shall be governed by the internal law of the State of New York.


 


4. Counterparts.
This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that
all signature pages are physically attached to the same document. This Waiver may be executed by fax or electronic mail, in PDF
format, and no party hereto may contest this Waiver’s validity solely because a signature was faxed or otherwise sent electronically.


 


[Signature Page Follows]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF,
the Holder has caused its signature page to this Waiver to be duly executed as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature
Page to Waiver—December 2017