EXHIBIT 10.1




 


 





SECOND EXCHANGE AGREEMENT


 


This Second Exchange Agreement (the “Agreement”)
is entered into as of the 24th day of July, 2019, by and among Amyris, Inc., a Delaware corporation with offices located
at 5885 Hollis Street, Suite 100, Emeryville, CA 94608 (the “Company”) and the investor signatory hereto (the
“Holder”), with reference to the following facts:


 


A. Prior to the date hereof, pursuant to that
Securities Purchase Agreement, dated as of December 6, 2018, by and between the Company and the investors party thereto (the “Securities
Purchase Agreement”), the Company issued a senior convertible note to the Holder, convertible into shares of Common Stock
(as defined below), in accordance with the terms thereof (the “Original Note”). Capitalized terms used but not
otherwise defined herein shall have the meanings as set forth in the Securities Purchase Agreement (as amended hereby).


 


B. On May 15, 2019, pursuant to that certain Exchange
Agreement, by and between the Company and the Holder (the “First Exchange Agreement”), the Holder exchanged
the Original Note for (i) a senior convertible note, which is held as of the date hereof by the Holder with an aggregate amount
outstanding thereunder as of the date hereof as set forth on the signature page of the Holder attached hereto, convertible into
shares of Common Stock in accordance with the terms thereof (the “Existing Note”) and (ii) a Common Stock Purchase
Warrant to purchase 2,000,000 shares of Common Stock in accordance with the terms thereof (the “Existing Warrant”,
and together with the Existing Note, the “Existing Securities”).


 


C. The Company and the Holder desire to exchange
(the “Exchange” or the “Transaction”) the Existing Securities, on the basis and subject to
the terms and conditions set forth in this Agreement, for (x) a new senior convertible note in such aggregate principal amount
as set forth on the signature page of the Holder attached hereto, in the form attached hereto as Exhibit A (the “New
Note”, as converted, the “New Conversion Shares”) and (y) a Common Stock Purchase Warrant, in the
form attached hereto as Exhibit B (the “New Warrant”, and together with the New Note, the “New
Primary Securities”), exercisable into such aggregate number of shares of Common Stock of the Company as set forth on
the signature page of the Holder attached hereto (the “New Warrant Shares”, and together with the New Conversion
Shares, the “New Underlying Shares”, and the New Primary Securities together with the New Underlying Shares,
collectively, the “New Securities”).


 


D. The New Primary Securities and this Agreement
and such other documents and certificates related thereto are collectively referred to herein as the “Exchange Documents”.


 


E. The Exchange is being made in reliance upon
the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”).


 


NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:


 


1.                 
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, pursuant
to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer the Existing Securities to the Company in
exchange for which the Company shall issue the New Primary Securities to the Holder. On the Closing Date, in exchange for the Existing
Securities, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Primary Securities at the
address for delivery set forth on the signature page of the Holder attached hereto. Immediately following the delivery of the New
Primary Securities to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Existing
Securities (including any claims the Holder may have against the Company related thereto) and assign the same to the Company, and
the Existing Securities shall be deemed canceled.


 






     


     


    

 


2.                 
Ratifications; Incorporation of Terms under Transaction Documents.


 


(a)              
Ratifications. Except as otherwise expressly provided herein, the Securities Purchase Agreement, and each other Transaction
Document, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that
on and after the date hereof: (i) all references in the Securities Purchase Agreement to “this Agreement”, “hereto”,
“hereof”, “hereunder” or words of like import referring to the Securities Purchase Agreement shall mean
the Securities Purchase Agreement as amended by this Agreement, and (ii) all references in the other Transaction Documents to the
“Securities Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of
like import referring to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended by this Agreement.


 


(b)              
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Securities
Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants
and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):


 


(i) The defined term “Notes”
is hereby amended to include the New Primary Securities (as defined herein and as defined pursuant to each Other Agreement, if
any).


 


(ii) The defined term “Conversion
Shares” is hereby amended to include New Underlying Shares (as defined herein and as defined pursuant to each Other Agreement,
if any).


 


(iii) The defined term “Transaction
Documents” is hereby amended to include this Agreement and each Other Agreement, if any.


 


3.                 
Company Representations and Warranties. As of the date hereof and as of the Closing Date:


 


3.1             
Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and
validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power
and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted.
Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in
every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material
Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse
effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in
any of the other Exchange Documents or any other agreements or instruments to be entered into in connection herewith or therewith
or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under
any of the Exchange Documents. Other than the Persons (as defined below) set forth in Exhibit 21.01 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2017, the Company has no Subsidiaries. “Subsidiaries”
means any Person that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Securities and Exchange Commission (the “SEC”), as such regulation is in effect
on the date hereof, and each of the foregoing, is individually referred to herein as a “Subsidiary.” For
purposes of this Agreement, (x) “Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department
or agency thereof and (y) “Governmental Entity” means any nation, state, county, city, town, village, district,
or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or
quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any
court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the
foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any
of the foregoing.


 






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3.2             
Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement, the New Primary Securities and each of the other agreements entered into by the parties hereto
in connection with the transactions contemplated by the Exchange Documents and to consummate the Transaction (including, without
limitation, the issuance of the New Primary Securities in accordance with the terms hereof and thereof). As of the Closing Date,
the execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby, including, without limitation, the issuance of the New Primary Securities and the reservation for issuance
and issuance of New Underlying Shares issuable upon conversion or exercise, as applicable, of the New Primary Securities will have
been duly authorized by the Company’s Board of Directors (or a duly authorized committee thereof) and no further filing,
consent, or authorization will be required by the Company, its Board of Directors or its stockholders. This Agreement has been
and, as of the Closing Date, the other Exchange Documents will have been, duly executed and delivered by the Company, and constitute
or will constitute, as applicable, the legal, valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by
federal or state securities laws.


 


3.3             
No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Primary
Securities and reservation for issuance and issuance of the New Underlying Shares) will not (i) result in a violation of the Certificate
of Incorporation (as defined below) or any other organizational documents of the Company or any of its Subsidiaries, any capital
stock of the Company or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, after giving effect to the receipt by the Company of the Required Consents (as defined
below), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and
state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)
and including all applicable federal laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which
any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii)
above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.


 






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3.4             
No Consents. Except as set forth on Schedule 3.4 (the “Required Consents”), neither the Company
nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other
than such filings as may be required by any federal or state securities laws, rules or regulations), any court, governmental agency
or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective
obligations under or contemplated by the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All
consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant
to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor
any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from
obtaining or effecting any of the registration, application or filings contemplated by the Exchange Documents.


 


3.5             
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein,
the offer and issuance by the Company of the New Securities is exempt from registration under the Securities Act pursuant to the
exemption provided by Section 3(a)(9) thereof.


 


3.6             
Status of Existing Securities; Issuance of New Securities.


 


(a)              
The Company has no knowledge that the Existing Securities are subject to dispute and to the knowledge of the Company there
is no action based on the Existing Securities that is currently pending in any court or other legal venue and to the knowledge
of the Company no judgments based upon the Existing Securities have been previously entered in any legal proceeding. The Company
has not received any written notice from the Holder or any other person challenging or disputing the Existing Securities, or any
portion thereof, and the Company is unconditionally obligated to pay the entire aggregate principal amount outstanding under the
Existing Note (and any accrued and unpaid interest thereunder) without defense, counterclaim or offset.


 


(b)              
As of the Closing Date, the issuance of the New Primary Securities will be duly authorized and upon issuance in accordance
with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all Liens (as defined
in the New Note). Upon issuance upon conversion or exchange, as applicable, in accordance with the New Primary Securities, the
New Underlying Shares, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to
the issue thereof, with the Holder being entitled to all rights accorded to a holder of Common Stock. By virtue of Rule 3(a)(9)
under the Securities Act, the New Primary Securities will have a Rule 144 holding period that will be deemed to have commenced
as of the Closing Date (as defined in the Securities Purchase Agreement), the date of the original issuance of the Original Note
to the Holder. Assuming the Holder is not an affiliate of the Company, except to the extent a Current Public Information Failure
(as defined in the Registration Rights Agreement) then exists, neither the New Primary Securities nor the New Underlying Shares
shall be required to bear any restrictive legend and, upon any conversion or exercise, as applicable, of the New Primary Securities
on or after the date hereof, the New Underlying Shares shall be freely tradeable by the Holder pursuant to and in accordance with
Rule 144 of the Securities Act (“Rule 144”).


 






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3.7             
Transfer Taxes. On the Closing Date, all share transfer or other taxes (other than income or similar taxes) which
are required to be paid in connection with the issuance of the New Primary Securities to be exchanged with the Holder hereunder
will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been
complied with.


 


3.8             
Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in material violation
of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any
other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter,
certificate of formation, memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation
or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in material violation of any judgment, decree or order
or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor
any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations
which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the
generality of the foregoing, except as set forth in the SEC Documents, the Company is not in material violation of any of the rules,
regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead
to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. Except as set forth in SEC Documents,
during the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal
Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) except as set forth
in the SEC Documents, the Company has received no communication, written or oral, from the SEC or the Principal Market regarding
the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all
certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective
businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received
any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is
no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which
the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or
materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company
or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than
such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse
Effect on the Company or any of its Subsidiaries.


 






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3.9             
Transactions With Affiliates. Except as set forth in the SEC Documents and except as set forth on Schedule 3.12,
none of the officers or directors of the Company or its Subsidiaries and, to the knowledge of the Company, none of the employees
of the Company or its Subsidiaries is presently a party to any transaction with the Company or any Subsidiary (other than for services
as employees, officers and directors) required to be disclosed under Item 404 of Regulation S-K under the Exchange Act.


 


3.10         
Equity Capitalization. 


 


(a)        
Definitions: 


 


(i)     
“Common Stock” means (x) the Company’s shares of common stock, $0.0001 par value per share,
and (y) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(ii)     
“Preferred Stock” means (x) the Company’s blank check preferred stock, $0.0001 par value per share,
the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any capital
stock into which such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred
stock (other than a conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).


 


(b)        
Authorized and Outstanding Capital Stock. The authorized, issued and outstanding shares of capital stock of the Company
are as set forth in the SEC Documents (except for subsequent issuances, if any, in accordance with the terms of the New Primary
Securities, pursuant to reservations, agreements, employee benefit or equity incentive plans referred to in the SEC Documents or
pursuant to the exercise of convertible securities, warrants or options referred to in the SEC Documents). As of the date hereof,
the authorized share capital of the Company consists of (A) 250,000,000 shares of Common Stock, of which, 103,057,767 are issued
and outstanding and 64,822,306 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than
the Existing Securities or the New Primary Securities) exercisable or exchangeable for, or convertible into, shares of Common Stock
and (B) 5,000,000 shares of Preferred Stock, 14,656.27368 of which are issued and outstanding. No shares of Common Stock are held
in the treasury of the Company. As of the Closing, the Company shall have reserved from its duly authorized share capital not less
than the sum of (i) 200% of the maximum number of New Conversion Shares issuable upon conversion of the New Note (assuming for
purposes hereof that (x) the New Notes are convertible at the Alternate Conversion Price (as defined in the New Notes) assuming
an Alternate Conversion Date (as defined in the New Note) as of the date hereof, (y) interest on the Notes shall accrue through
the Maturity Date (as defined in the New Note) and will be converted into shares of Common Stock at a conversion price equal to
the Alternate Conversion Price assuming an Alternate Conversion Date as of the date hereof and (z) any such conversion shall not
take into account any limitations on the conversion of the New Notes set forth in the New Notes) and (ii) the maximum number of
New Warrant Shares issuable upon exercise of the New Warrants(assuming for purposes hereof that any such exercise shall not take
into account any limitations on the exercise of the New Warrants set forth in the New Warrants).


 






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(c)        
Valid Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or
upon issuance will be, validly issued, fully paid and nonassessable. The SEC Documents accurately set forth, as of the dates referred
to therein, the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined
below) (other than the New Primary Securities) and (B) that are, as of the date referred to therein, owned by Persons who are “affiliates”
(as defined in Rule 405 of the Securities Act and calculated based on the assumption that only officers, directors and holders
of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that
any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries.
“Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries
that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which
otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation,
Common Stock) or any of its Subsidiaries.


 


(d)        
Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any
Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered
or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or
capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares,
interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the
Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (D) there
are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar
provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its Subsidiaries; and (E) neither the Company nor any Subsidiary
has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. There are
no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the New Securities.


 


(e)        
Organizational Documents. True, correct and complete copies of the Company’s Restated Certificate of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s
Restated Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities
and the material rights of the holders thereof in respect thereto, are set forth in, or filed as exhibits to, the SEC Documents.


 






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3.11         
Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in the
SEC documents, has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents
or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries
is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which,
by the other party(ies) to such contract, agreement or instrument would reasonably be expected to result in a Material Adverse
Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness,
except where such violations and defaults would not reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Effect (other than the Notes and the Securities Purchase Agreement), or (iv) is a party to any contract, agreement or instrument
relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to
have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without
duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase
price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than
trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment
obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,
assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or
incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or
sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through
(F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person
which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent
Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and
(y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise,
of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or
intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability
that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders
of such liability will be protected (in whole or in part) against loss with respect thereto.


 


3.12         
Litigation. Except as set forth in the SEC Documents, there is no action, claim, suit, investigation or proceeding,
whether commenced or threatened, before any court, governmental agency or body, domestic or foreign, now pending or, to the knowledge
of the Company, threatened against the Company or its Subsidiaries wherein an unfavorable decision, ruling or finding would reasonably
be expected to, individually or in the aggregate, (i) materially adversely affect the validity or enforceability of, or the
authority or ability of the Company to perform its obligations under, the Exchange Documents or (ii) have a Material Adverse
Effect. The Company is not a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory
body, administrative agency or other governmental agency or body that could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.


 






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3.13         
No Consideration Paid. No consideration, commission or other remuneration has been paid by the Holder to the Company,
its Subsidiaries or any of their agents or affiliates in connection with the Exchange.


 


3.14         
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Holder
or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this
Agreement and the other Exchange Documents. The Company understands and confirms that the Holder will rely on the foregoing representations
in effecting transactions in securities of the Company.


 


4.                 
Holder’s Representations and Warranties. As a material inducement to the Company to enter into this Agreement
and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of
the Closing Date, as follows:


 


4.1       Reliance
on Exemptions. The Holder understands that the New Securities are being offered and exchanged in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Holder set forth herein and in the other Exchange Documents in order to determine the availability of
such exemptions and the eligibility of the Holder to acquire the New Securities.


 


4.2       No
Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the New Securities or the fairness or suitability of the investment
in the New Securities nor have such authorities passed upon or endorsed the merits of the offering of the New Securities.


 


4.3       Validity;
Enforcement. This Agreement and the other Exchange Documents to which the Holder is a party have been duly and validly authorized,
executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable
against the Holder in accordance with their respective terms, except as such enforceability may be limited by general principles
of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 






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4.4       No
Conflicts. The execution, delivery and performance by the Holder of this Agreement and the other Exchange Documents to which
the Holder is a party, and the consummation by the Holder of the transactions contemplated hereby and thereby will not (i) result
in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Holder, except
in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or
in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Holder to perform its obligations
hereunder.


 


4.5       Investment
Risk; Sophistication. The Holder is acquiring the New Primary Securities hereunder in the ordinary course of its business.
The Holder has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation
of the merits and risks of the prospective investment in the New Primary Securities, and has so evaluated the merits and risk of
such investment. The Holder is an “accredited investor” as defined in Regulation D under the Securities Act.


 


4.6       Ownership
of Existing Securities. The Holder owns the Existing Securities free and clear of any Liens (other than the obligations pursuant
to this Agreement, the Transaction Documents and applicable securities laws) and has the requisite power and authority to enter
into and perform its obligations under this Agreement and each of the other Exchange Documents to which it is a party and to consummate
the Transaction.


 


5.                 
Closing; Conditions. Subject to the conditions set forth below, the Exchange shall take place at the offices of Kelley
Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, on the Business Day immediately following such date as the Company
shall have satisfied all conditions to closing below, or at such other time and place as the Company and the Holder mutually agree
(the “Closing” and the “Closing Date”).


 


5.1.       Condition’s
to Investor’s Obligations. The obligation of the Holder to consummate the Exchange is subject to the fulfillment, to
the Holder’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions (unless waived by the
Holder in writing, prior to the Closing):


 


(a)       Representations
and Warranties; Covenants. The representations and warranties of the Company contained in this Agreement shall be true and
correct in all material respects (except for those representations and warranties that are qualified by materiality or Material
Adverse Effect, which are accurate in all respects) on the date hereof and on and as of the Closing Date as if made on and as of
such date (except for representations and warranties that speak as of a specific date, which are accurate in all material respects
(except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate
in all respects) as of such specified date). The Company shall have performed, satisfied and complied in all respects with the
covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing
Date.


 


(b)       Issuance
of Securities. At the Closing, the Company shall issue the New Primary Securities to the Holder.


 






    10


     


    

 


(c)       No
Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(d)       Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Holder, and the Holder shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably request.


 


(e)       No
Event of Default. After giving effect to the Exchange, no Event of Default (as defined in the New Note) or event that with
the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing.


 


(f)       Consents.
The Company shall have obtained all governmental, regulatory or third party consents and approvals (or waiver of such consents
or approvals), if any, necessary for the Exchange, including without limitation, those required by the Principal Market, if any,
and the Required Consents.


 


(g)       Listing.
The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market.


 


5.2.       Condition’s
to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the fulfillment,
to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions (unless waived
by the Company in writing, prior to the Closing):


 


(a)       Representations
and Warranties. The representations and warranties of the Holder contained in this Agreement shall be true and correct in all
material respects (except for those representations and warranties that are qualified by materiality or material adverse effect,
which are accurate in all respects) on the date hereof and on and as of the Closing Date as if made on and as of such date (except
for representations and warranties that speak as of a specific date, which are accurate in all material respects (except for those
representations and warranties that are qualified by materiality or material adverse effect, which are accurate in all respects)
as of such specified date).


 


(b)       No
Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)       Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Company and the Company shall have received all such counterpart
originals or certified or other copies of such documents as the Company may reasonably request.


 






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6.                 
No Integration. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their
behalf shall, directly or indirectly, make any offers or sales of any security (as defined in the Securities Act) or solicit any
offers to buy any security or take any other actions, under circumstances that would require registration of any of the New Underlying
Shares under the Securities Act or cause this offering of the New Underlying Shares to be integrated with such offering or any
prior offerings by the Company for purposes of Regulation D under the Securities Act.


 


7.                 
Listing. The Company shall promptly secure the listing or designation for quotation (as applicable) of all
of the New Underlying Shares upon the Principal Market (subject to official notice of issuance) and shall maintain such listing
of all of the New Underlying Shares from time to time issuable under the terms of the Exchange Documents. The Company shall maintain
the Common Stock’s authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall
take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 7.


 


8.                 
Fees. The Company shall promptly reimburse Kelley Drye & Warren, LLP (counsel to the Holder), on demand,
for all reasonable, documented costs and expenses incurred by it in connection with preparing and delivering this Agreement (including,
without limitation, all reasonable, documented legal fees and disbursements in connection therewith, and due diligence in connection
with the transactions contemplated thereby) in an aggregate amount not to exceed $15,000.


 


9.                 
Holding Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the
New Primary Securities (and upon conversion or cashless exercise, as applicable, of the New Primary Securities, the New Underlying
Shares) may be tacked onto the holding period of the Existing Securities and the Original Note, and the Company agrees not to take
a position contrary to this Section 9. The Company acknowledges and agrees that (assuming the Holder is not an affiliate of the
Company and no Current Public Information Failure (as defined in the Registration Rights Agreement) then exists) (i) upon issuance
in accordance with the terms of the New Primary Securities (assuming a cashless exercise of the New Warrants, with respect to any
New Warrant Shares), the New Underlying Shares will be eligible to be resold pursuant to Rule 144, (ii) the Company is not aware
of any event reasonably likely to occur that would reasonably be expected to result in the New Underlying Shares (assuming a cashless
exercise of the New Warrants, with respect to any New Warrant Shares) becoming ineligible to be resold by the Holder pursuant to
Rule 144 and (iii) in connection with any resale of New Underlying Shares (assuming a cashless exercise of the New Warrants, with
respect to any New Warrant Shares) pursuant to Rule 144, the Holder shall solely be required to provide reasonable assurances that
such New Underlying Shares are eligible for resale, assignment or transfer under Rule 144, which shall not include an opinion of
Holder’s counsel. The Company shall be responsible for any transfer agent fees or DTC fees or legal fees of the Company’s
counsel with respect to the removal of legends, if any, or issuance of New Underlying Shares in accordance herewith.


 


10.             
Blue Sky. The Company shall make all filings and reports relating to the Exchange required under applicable
securities or “Blue Sky” laws of the states of the United States following the date hereof, if any.


 






    12


     


    

 


11.             
Disclosure of Transaction.


 


(a)       On
or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall
file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Exchange Documents
in the form required by the Exchange Act and attaching this Agreement and the forms of the New Primary Securities (including all
attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed
all material, non-public information (if any) provided to the Holder 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 Exchange Documents.
In addition, effective upon the filing of the 8-K Filing, 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, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the
other hand, relating to the transactions contemplated by the Exchange Documents, shall terminate.


 


(b)       Except
as may be required by the Securities Purchase Agreement or the New Primary Securities, the Company shall not, and the Company shall
cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the
Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof
without the express prior written consent of the Holder (which may be granted or withheld in the Holder’s sole discretion).
To the extent that the Company delivers any material, non-public information to the Holder without the Holder’s consent,
other than as required by the Securities Purchase Agreement or the New Primary Securities, the Company hereby covenants and agrees
that the Holder shall not have any duty of confidentiality with respect to such material, non-public information. Subject to the
foregoing, neither the Company, its Subsidiaries nor the Holder shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of
the Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity
with the 8-K Filing and (ii) as is required by applicable law and regulations. Notwithstanding anything contained in this Agreement
to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees
that the Holder shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive and binding
agreement executed by the Company and the Holder), any duty of confidentiality with respect to any material, non-public information
regarding the Company or any of its Subsidiaries.


 


12.             
Notices to Holder. All notices to Holder pursuant to the Securities Purchase Agreement or the New Primary
Securities shall be delivered in accordance with the notice instructions set forth on the signature page of the Holder attached
hereto (or such other instructions delivered in writing to the Company by the Holder from time to time).


 


13.             
Termination. If the Transaction is not consummated on or prior to July 31, 2019, the Holder may terminate
this Agreement by written notice to the Company and this Agreement shall thereafter be null and void, ab initio.


 






    13


     


    

 


14.             
Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder under this Agreement
are several and not joint with the obligations of any other holder of securities of the Company (each, an “Other Holder”),
and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any other
agreement by and between the Company and any Other Holder (each, an “Other Agreement”). Nothing contained herein
or in any Other Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other
Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder
and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Agreement or any Other Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other
Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement
or any Other Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of
the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently
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.


 


15.             
Most Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees
that none of the terms offered to any Other Holder with respect to any exchange of any security issued pursuant to the Securities
Purchase Agreement (including any security subsequently exchanged therefor), including, without limitation with respect to any
consent, release, amendment, settlement, or waiver relating to any exchange of any such security (each an “Settlement
Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the
Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i)
the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions
of this Agreement shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically
and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as
the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder
may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained
in this Agreement shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such
amendment or modification never occurred with respect to the Holder. The provisions of this Section 15 shall apply similarly and
equally to each Settlement Document.


 


16.             
Miscellaneous Provisions. Section 9 of the Securities Purchase Agreement (as amended hereby) is hereby incorporated
by reference herein, mutatis mutandis.


 


[The remainder of the page is intentionally left
blank]


 





 






    14


     


    

 


IN WITNESS WHEREOF, the Holder and the
Company have executed this Agreement as of the date first set forth on the first page of this Agreement.


 


	
         

         

         

         

         

         

         

         
	
        COMPANY:

         

        AMYRIS, INC.

         

         

        By: /s/ Kathleen Valiasek                              

        Name: Kathleen Valiasek

        Title: Chief Business Officer

         



 


 


 


 


 


 


 


 


 


 



     


     


    




 


IN WITNESS WHEREOF, the Holder and the
Company have executed this Agreement as of the date first set forth on the first page of this Agreement.


 


	
         

         

         

        Amount Outstanding under Existing Note:

        

        $68,330,028.45               

         

        Principal Amount of New Note Outstanding:

        

        $68,330,028.45               

         

        Aggregate Number of New Warrant Shares issuable upon exercise
        of the New Warrants (without regard to any limitations on exercise set forth therein):

        

        2,000,000                        
	
        HOLDER:

         

         

        CVI INVESTMENTS, INC.

         

        By: Heights Capital Management, Inc. as authorized agent

         

        By: /s/ Michael L. Spolan                                 

        Name: Michael L. Spolan

        Title:    General Counsel

         

        

        Address for Notices:

         

        CVI Investments, Inc.

        c/o Heights Capital Management

        101 California Street

        Suite 3250

        San Francisco, CA 94111

        Attention: Martin Kobinger,

        Investment Manager

        Facsimile: 415-403-6525

        

        

         

        with a copy (for information purposes only) to:

         

        Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: 212-808-7540

Facsimile: (212) 808-7897

Attention: Michael Adelstein, Esq.

Email: madelstein@kelleydrye.com

        



 


 











     


     


    

 


EXHIBIT A


 





NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE,
INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


Amyris, Inc.


 


Senior Convertible Note


 


	Issuance Date:  December 10, 2018

First Exchange Date: May 15, 2019

Second Exchange Date: July [__], 2019	Original Principal Amount: U.S. $68,330,028.45


 


FOR VALUE RECEIVED, Amyris, Inc., a Delaware
corporation (the “Company”), hereby promises to pay to the order of CVI INVESTMENTS, INC. or its registered
assigns (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms
hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon
acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Second Exchange
Date (the “Second Exchange Date”) until the same becomes due and payable, whether upon the Maturity Date, on
any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption
or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible
Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of senior convertible
notes issued pursuant to that certain Second Exchange Agreement, dated the Second Exchange Date, by and between the Company and
the Holder (the “Exchange Agreement”) in exchange for that certain senior convertible note, with an aggregate
amount outstanding as of the Second Exchange Date of $68,330,028.45 (the “First Exchange Note”), and originally
issued pursuant to that certain Exchange Agreement, dated the First Exchange Date, by and between the Company and the Holder, in
exchange for that certain senior convertible note originally issued pursuant to the Securities Purchase Agreement, dated as December
6, 2018 (the “Subscription Date”), by and among the Company and the investors (the “Buyers”)
referred to therein, as amended from time to time (collectively, the “Notes”, and such other Senior Convertible
Notes, the “Other Notes”). Certain capitalized terms used herein are defined in Section 31.


 






     


     


    

 


1.                 
PAYMENTS OF PRINCIPAL. On each Installment Date, the Company shall pay to the Holder an amount equal to the Installment
Amount due on such Installment Date in accordance with Section 8. On the Maturity Date, the Company shall pay to the Holder an
amount in cash (excluding any amounts paid in shares of Common Stock on the Maturity Date in accordance with Section 8) representing
all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 24(c)) on such
Principal and Interest. Other than as specifically permitted or required by this Note, the Company may not prepay any portion of
the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.


 


2.                 
INTEREST; INTEREST RATE.


 


(a)              
Interest on this Note shall commence accruing on the Second Exchange Date and shall be computed on the basis of a 360-day
year and twelve 30-day months and shall be payable in arrears on each Interest Date and shall be payable in accordance with the
terms of this Note. Interest shall be paid (i) on each Interest Date occurring on an Installment Date in accordance with Section
8 as part of the applicable Installment Amount due on the applicable Installment Date and (ii) with respect to each other Interest
Date, to the record holder of this Note on the applicable Interest Date, in shares of Common Stock (“Interest Shares”)
so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice
to the Holder, pay Interest on any Interest Date in cash (“Cash Interest”) or in a combination of Cash Interest
and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each
holder of the Notes on or prior to the fifth (5th) Trading Day prior to the applicable Interest Date (the date such
notice is delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that
Interest to be paid on such Interest Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest
or a combination of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest
and the amount of Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions
Failure. If the Company shall fail to deliver any such notice prior to the applicable Interest Notice Date, then the Company shall
be deemed to have provided an Interest Election on such Interest Notice Date that confirms that Interest to be paid on such Interest
Date shall be paid entirely in Interest Shares and certifies that there has been no Equity Conditions Failure If an Equity Conditions
Failure has occurred as of the Interest Notice Date, then unless the Company has elected to pay such Interest as Cash Interest,
the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest shall be
paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as of the
Interest Notice Date but an Equity Conditions Failure occurs thereafter at any time prior to the Interest Date, (A) the Company
shall provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the
Interest shall be paid in cash. Interest to be paid on an Interest Date in Interest Shares shall be paid in a number of fully paid
and nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a)) of Common Stock equal to the quotient
of (1) the amount of Interest payable on such Interest Date less any Cash Interest paid and (2) the Installment Conversion Price
in effect on the applicable Interest Date (determined as if such Interest Date was an Installment Date hereunder).


 






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(b)                          
When any Interest Shares are to be paid on an Interest Date, the Company shall (i) (A) provided that the Company’s
transfer agent (the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled
to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the applicable
Interest Date, to the address set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase
Agreement or to such address as specified by the Holder in writing to the Company at least two (2) Business Days prior to the applicable
Interest Date, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which
the Holder shall be entitled and (ii) with respect to each Interest Date, pay to the Holder, in cash by wire transfer of immediately
available funds, the amount of any Cash Interest.


 


(c)                          
Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable
by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b) or upon any
redemption in accordance with Section 12 or any required payment upon any Bankruptcy Event of Default.


 


3.                 
CONVERSION OF NOTES. At any time after the Second Exchange Date, this Note shall be convertible into validly issued,
fully paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth in this Section
3.


 


(a)              
Conversion Right. Subject to the provisions of Section 3(d), at any time or times on or after the Second Exchange
Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into
validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as
defined below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would
result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock
up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses
(including, without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to
the issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 


(b)              
Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant
to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion
Rate”).


 






    3


     


    

 


(i)                
“Conversion Amount” means the sum of (x) the portion of the Principal to be converted, redeemed or otherwise
with respect to which this determination is being made and (y) all accrued and unpaid Interest with respect to such portion of
the Principal amount and accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.


 


(ii)             
“Conversion Price” means, as of any Conversion Date or other date of determination, $6.32, subject to
adjustment as provided herein.


 


(c)              
Mechanics of Conversion.


 


 


 


 


 






    4


     


    

 


(i)                
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion
Date”), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 4:59
p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the
“Conversion Notice”) to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following
a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized overnight delivery service
for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction
as contemplated by Section 18(b)). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice,
if such Common Stock may then be resold pursuant to Rule 144 or an effective and available registration statement, the Company
shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Conversion Notice and instructions
to the Transfer Agent, in the form attached hereto as Exhibit II, to the Holder and the Transfer Agent which confirmation
shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On
or before the second (2nd) Trading Day following the date on which the Company has received a Conversion Notice (or such earlier
date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on
the applicable Conversion Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the “Share
Delivery Deadline”), the Company shall (1) provided that the Transfer Agent is participating in DTC’s Fast Automated
Securities Transfer Program and either (x) the shares of Common Stock issuable pursuant to such conversion are eligible to be resold
by the Holder pursuant to Rule 144 or (y) the resale of such shares of Common Stock issuable pursuant to such conversion by the
Holder is registered pursuant to a registration statement that has been declared effective by the SEC (assuming the Company has
not notified the Holder prior thereto that a Grace Period is in effect and continuing) (as applicable, the “DTC Issuance
Condition”), credit such aggregate number of shares of Common Stock to which the Holder shall be entitled pursuant to
such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC Issuance
Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the issuance
of such Common Stock, then upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as
specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares
of Common Stock to which the Holder shall be entitled pursuant to such conversion. If the shares of Common Stock issuable upon
the conversion are not eligible for legend removal pursuant to Section 5(d) of the Securities Purchase Agreement, then such shares
of Common Stock issued upon conversion must contain the legend required by Section 5(c) of the Securities Purchase Agreement. If
this Note is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is
greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and
in no event later than five (5) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder
(or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The Person
or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on the Conversion Date. In the event of a partial conversion of
this Note pursuant hereto, the Principal amount converted shall be deducted from the Installment Amount(s) relating to the Installment
Date(s) as set forth in the applicable Conversion Notice. Notwithstanding anything to the contrary contained in this Note or the
Registration Rights Agreement, while the Registration Statement (as defined in the Registration Rights Agreement) is effective
and no Grace Period (as defined in the Registration Rights Agreement) is in effect, the Company shall cause the Transfer Agent
to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of Registrable Securities
(as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and for which the
Holder has not yet settled.


 






    5


     


    

 


(ii)             
Company’s Failure to Timely Convert. If the Holder shall have delivered a valid Conversion Notice to the Company
pursuant to Section 3(c) and the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery
Deadline, either (I) (A) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, no DTC
Issuance Condition has been satisfied, or the DTC Fast Automated Securities Transfer Program is otherwise not available for the
issuance of such Common Stock, to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common
Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or (B) if
the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and a DTC Issuance Condition has been
satisfied, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion of this Note pursuant to such conversion (as the case
may be) or (II) if, after the Effectiveness Deadline (as defined in the Registration Rights Agreement), the Registration Statement
covering the resale of the shares of Common Stock that are the subject of the Conversion Notice (the “Unavailable Conversion
Shares”) is not available for the resale of such Unavailable Conversion Shares and the Holder is unable to sell such
Unavailable Conversion Shares without restriction pursuant to Rule 144 (as defined in the Securities Purchase Agreement) and the
Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify the
Holder (including, without limitation, that a Grace Period is in effect, if applicable) and (y) if a DTC Issuance Condition was
otherwise satisfied, deliver the shares of Common Stock electronically without any restrictive legend by crediting such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such conversion to the Holder’s or its designee’s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause
(II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above,
a “Conversion Failure”), and the Company has not elected properly in advance (in accordance with Section 3(f))
to settle such conversion in cash pursuant to Section 3(f), and if on or after such Share Delivery Deadline the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares
of Common Stock issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from
the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then,
in addition to all other remedies available to the Holder, the Company shall, within two (2) Business Days after receipt of the
Holder’s request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock
so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In
Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares
of Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the
number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may
be) (and to issue such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to
the Holder a certificate or certificates representing such shares of Common Stock or credit the balance account of such Holder
or such Holder’s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled
upon the Holder’s conversion hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (x) such number of shares of Common Stock multiplied by (y) the lowest Closing Sale
Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending
on the date of such issuance and payment under this clause (II) (the “Buy-In Payment Amount”). Nothing shall
limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the conversion
of this Note as required pursuant to the terms hereof.


 






    6


     


    

 


(iii)           
Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation
of the names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered
Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company
and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes
(including, without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the
contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or
sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the
holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered
Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee
or transferee pursuant to Section 18, provided that if the Company does not so record an assignment, transfer or sale (as
the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register shall
be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to
the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented
by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated
by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records
showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions,
and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so
as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal,
Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the
case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect
such occurrence.


 


(iv)            
Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder
of Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for
conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such
date a pro rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes
submitted for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion
on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the Holder in connection with a
conversion of this Note, the Company shall issue to the Holder the number of shares of Common Stock not in dispute and resolve
such dispute in accordance with Section 23.


 






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(d)              
Limitations on Conversions.


 


(i)                
Beneficial Ownership. The Company shall not effect the conversion of any portion of this Note, and the Holder shall
not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion
shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together
with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include
the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock
issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially
owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 3(d)(i). For purposes of this Section 3(d)(i), beneficial ownership shall be calculated
in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock
the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number
of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion
Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding
Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the
extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this
Section 3(d)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock
to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written request of the Holder, the Company
shall within one (1) Business Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as
of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder
upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the
1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial
ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice
to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st)
day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified
in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the
other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of
clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be
deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the
1934 Act. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability of the
provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d)(i) to the extent
necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 3(d)(i) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder
of this Note.


 






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(ii)             
Principal Market Regulation. The Company shall not issue any shares of Common Stock upon conversion of this Note
or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed the aggregate number
of shares of Common Stock which the Company may issue upon conversion of the Notes or otherwise pursuant to the terms of this Note
without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares
which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ
Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the
Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances
of shares of Common Stock upon conversion of the Notes or otherwise pursuant to the terms of this Note in excess of such amount
or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be
reasonably satisfactory to the Holder. Until such approval or such written opinion is obtained, no Buyer shall be issued in the
aggregate, upon conversion of any Notes or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater
than the product of (i) the Exchange Cap multiplied by (ii) the quotient of (A) the aggregate original principal amount of Notes
issued to such Buyer pursuant to the Securities Purchase Agreement on the applicable Closing Date divided by (B) the aggregate
original principal amount of all Notes issued to the Buyers pursuant to the Securities Purchase Agreement as of the applicable
Closing Date for each of the Notes (with respect to each Buyer, the “Exchange Cap Allocation”). In the event
that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion
of such Buyer’s Exchange Cap Allocation with respect to such portion of such Notes so transferred, and the restrictions of
the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such
transferee. Upon conversion and exercise in full of a holder’s Notes, the difference (if any) between such holder’s
Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion
in full of such holder’s Notes shall be allocated to the respective Exchange Cap Allocations of the remaining holders of
Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Notes then held by each such holder. At any
time after the date hereof, in the event that the Company is prohibited from issuing shares of Common Stock pursuant to this Section
3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such shares
of Common Stock at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the greatest Closing
Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion
Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section
3(d)(ii) and (ii) to the extent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket
expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).


 






    9


     


    

 


(e)              
Right of Alternate Conversion Upon an Event of Default.


 


(i)                
General. Subject to Section 3(d), at any time an Alternate Conversion Event has occurred and is continuing, the Holder
may, at the Holder’s option, convert (each, an “Alternate Conversion”, and the date of such Alternate
Conversion, each, an “Alternate Conversion Date”) all, or any part of, the Conversion Amount (such portion of
the Conversion Amount subject to such Alternate Conversion, the “Alternate Conversion Amount”) into shares of
Common Stock at the Alternate Conversion Price.


 


(ii)             
Mechanics of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate
Conversion Amount pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price”
for all purposes hereunder with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant
to this Section 3(e) of this Note that the Holder is electing to use the Alternate Conversion Price for such conversion; provided
that in the event of the Conversion Floor Price Condition, on the applicable Alternate Conversion Date the Company shall also deliver
to the Holder the applicable Alternate Conversion Floor Amount. Notwithstanding anything to the contrary in this Section 3(e),
but subject to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion
Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section
3(c) without regard to this Section 3(e).


 


 


 






    10


     


    

 


(f)   
Cash Settlement in Lieu of Conversion. Notwithstanding anything in this Section 3 to the contrary, with respect to
any Conversion Notice delivered to the Company pursuant to Section 3(c) or 3(e) hereunder, if at least ten (10) Trading Days prior
to the Conversion Date with respect to such Conversion Notice the Company has delivered a written notice to the Holder (each, a
“Cash Settlement Election Notice”) electing to satisfy all conversions of all Notes then outstanding with cash,
in lieu of the conversion of the Conversion Amount set forth in such Conversion Notice on such Conversion Date into shares of Common
Stock in accordance herewith and therewith, respectively, the Company shall be required to redeem such Conversion Amount, in cash
within one (1) business day of such Conversion Date (each a “Net Settlement Redemption”), at a redemption price
equal to the greater of (i) 100% of the Conversion Amount to be redeemed in such Net Settlement Redemption and (ii) the product
of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers such Conversion
Notice multiplied by (Y) the Net Settlement Market Price (each, a “Cash Settlement Price”). At any time after
the delivery to the Holder by the Company of a Cash Settlement Election Notice, the Company may withdraw such Cash Settlement Election
Notice by delivery of a subsequent written notice to the Holder electing to satisfy all conversions of all Notes then outstanding
with shares of Common Stock in accordance with the terms of the Notes then in effect (each, a “Cash Settlement Withdrawal
Notice”, and such delivery date to the Holder, each a “Cash Settlement Withdrawal Notice Date”); provided,
that a Cash Settlement Withdrawal Notice shall only apply to Conversion Notices delivered to the Company after the applicable Cash
Settlement Withdrawal Notice Date and not with respect to any Conversion Notices delivered on or prior to such Cash Settlement
Withdrawal Notice Date. Net Settlement Redemptions required by this Section 3(e) shall be made in accordance with the provisions
of Section 12.


 


4.                 
RIGHTS UPON EVENT OF DEFAULT.


 


(a)              
Event of Default. Each of the following events shall constitute an “Event of Default” and each
of the events in clauses (viii), (ix) and (x) shall constitute a “Bankruptcy Event of Default”:


 


(i)                
the failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with
the SEC on or prior to the date that is thirty (30) days after the applicable Filing Deadline (as defined in the Registration Rights
Agreement) or the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date
that is thirty (30) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement);


 






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(ii)             
at any time after September 16, 2019. while the applicable Registration Statement is required to be maintained effective
pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for
any reason (including, without limitation, the issuance of a stop order) or such Registration Statement (or the prospectus contained
therein) is unavailable to any holder of Registrable Securities (as defined in the Registration Rights Agreement) for sale of all
of such holder’s Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse
or unavailability continues for a period of five (5) consecutive days or for more than an aggregate of ten (10) days in any 365-day
period (excluding days during an Allowable Grace Period (as defined in the Registration Rights Agreement));


 


(iii)           
the suspension from trading or the failure of the Common Stock to be trading or listed (as applicable) on an Eligible Market
for a period of five (5) consecutive Trading Days;


 


(iv)            
the Company’s failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within
five (5) Trading Days after the applicable Conversion Date or exercise date (as the case may be);


 


(v)              
except to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th)
consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the number
of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this
Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise);


 


(vi)            
the Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and
as due under this Note (including, without limitation, the Company’s or any Subsidiary’s failure to pay any redemption
payments or amounts hereunder) or any other Transaction Document (as defined in the Securities Purchase Agreement) or any other
agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby,
except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains uncured
for a period of at least five (5) Trading Days;


 


(vii)         
the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder
upon conversion or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by
the Holder under the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities
Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured
for at least five (5) Trading Days;


 


(viii)       
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Company or any U.S. Subsidiary and, if instituted against the Company or any US Subsidiary by a third
party, shall not be dismissed within thirty (30) days of their initiation;


 






    12


     


    

 


(ix)            
the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state
or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence
of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts
generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action
or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under
federal, state or foreign law;


 


(x)              
the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary
of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt
or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;


 


(xi)            
a final judgment or judgments for the payment of money aggregating in excess of $10,000,000 are rendered against the Company
and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged,
settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however,
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$10,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity
provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by
insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or
indemnity within thirty (30) days of the issuance of such judgment;


 






    13


     


    

 


(xii)         
the Company and/or any Subsidiary, individually or in the aggregate, fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $10,000,000 due to any third party (other than, with respect
to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by
proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP)
or is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $10,000,000, which breach
or violation results in the acceleration of amounts due thereunder;


 


(xiii)       
other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any
representation or warranty, in any material respect when made (other than representations or warranties subject to material adverse
effect or materiality, which may not be breached in any respect) or any covenant (excluding Section 4(n) of the Securities Purchase
Agreement) or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term
or condition that is curable, only if such breach remains uncured for a period of ten (10) consecutive Trading Days, provided that
no Event of Default shall be deemed to occur pursuant to this clause (xiii) prior to September 17, 2019 as a result of (A) any
breach of representation, covenant or other term or condition of any Transaction Document solely as a result of the failure to
file, or late filing of, any report, schedule, forms, proxy statements, statements and other documents required to be filed by
the Company with the SEC pursuant to the reporting requirements of the Exchange Act, or (B) any revision or restatement of any
financial statements included in any such report, schedule, form, proxy statement, statement or other documents;


 


(xiv)        
a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A)
the Equity Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default
has occurred;


 


(xv)          
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 14 of this
Note;


 


(xvi)        
any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 






    14


     


    

 


(b)              
Notice of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this
Note or any Other Note, the Company shall within two (2) Business Days of becoming aware of the occurrence of the Event of Default
deliver written notice thereof via facsimile or electronic mail and overnight courier (with next day delivery specified) (an “Event
of Default Notice”) to the Holder. Without limiting any reporting obligations of the Company under the 1934 Act with
respect to any other Event of Default hereunder, on or prior to the Applicable Filing Deadline after the occurrence of an Event
of Default pursuant to Section 4(a)(vi) above, the Company shall file a Current Report on Form 8-K with the SEC disclosing the
occurrence of such Event of Default. At any time after the earlier of the Holder’s receipt of an Event of Default Notice
and the Holder becoming aware of an Event of Default (such earlier date, the “Event of Default Right Commencement Date”)
and ending (such ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event
of Default Redemption Right Period”) on the twentieth (20th) Trading Day after the later of (x) the date such
Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description
of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is
capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of
Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event
of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem all or any
portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the
Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem. Each
portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price
equal to the greater of (i) the Conversion Amount to be redeemed and (ii) the product of (X) the Conversion Rate with respect to
the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice multiplied by (Y) the
by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately
preceding such Event of Default and ending on the date the Company makes the entire payment required to be made under this Section
4(b) (the “Event of Default Redemption Price”). Redemptions required by this Section 4(b) shall be made in accordance
with the provisions of Section 12. To the extent redemptions required by this Section 4(b) are deemed or determined by a court
of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments.
Notwithstanding anything to the contrary in this Section 4(b), but subject to Section 3(d), until the Event of Default Redemption
Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted for redemption under this Section
4(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to
the terms of this Note. In the event of a partial redemption of this Note pursuant hereto, the Principal amount redeemed shall
be deducted from the Installment Amount(s) relating to the applicable Installment Date(s) as set forth in the Event of Default
Redemption Notice. In the event of the Company’s redemption of any portion of this Note under this Section 4(b), the Holder’s
damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and
the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption
premium due under this Section 4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s
actual loss of its investment opportunity and not as a penalty. Any redemption upon an Event of Default shall not constitute an
election of remedies by the Holder, and all other rights and remedies of the Holder shall be preserved.


 






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(c)              
Mandatory Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding
any conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following
the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, in addition to any and all other amounts
due hereunder, without the requirement for any notice or demand or other action by the Holder or any other person or entity, provided
that the Holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or
in part, and any such waiver shall not affect any other rights of the Holder hereunder, including any other rights in respect of
such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default Redemption Price or
any other Redemption Price, as applicable.


 


5.                 
RIGHTS UPON FUNDAMENTAL TRANSACTION.


 


(a)              
Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor
Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance
with the provisions of this Section 5(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder
and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction, including
agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and
interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar
conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) either
(A) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed
for trading on an Eligible Market or (B) such Fundamental Transaction is a Change of Control in which at least 90% of the outstanding
shares of Common Stock of the Company (other than shares held by the Successor Entity, its affiliates, and dissenting shareholders)
are converted into the right to receive cash (a “Cash Acquisition”). Upon the occurrence of any Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named
as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation
that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under
Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Notes prior
to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity
(including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
had this Note been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion
of this Note), as adjusted in accordance with the provisions of this Note, or, if such Fundamental Transaction is a Cash Acquisition,
the cash into which the shares of Common Stock issuable upon the conversion of the Notes were entitled to receive as a result of
such Fundamental Transaction. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 5(a) to permit the Fundamental Transaction without the assumption of this Note. The provisions
of this Section 5 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard
to any limitations on the conversion of this Note.


 






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(b)              
Notice of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10)
Trading Days prior to the consummation of a Change of Control (the “Change of Control Date”), but not prior
to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic
mail and overnight courier to the Holder (a “Change of Control Notice”). At any time during the period beginning
after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change
of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending
on twenty (20) Trading Days after the later of (A) the date of consummation of such Change of Control or (B) the date of receipt
of such Change of Control Notice or (C) the date of the announcement of such Change of Control, the Holder may require the Company
to redeem all or any portion of this Note by delivering written notice thereof (“Change of Control Redemption Notice”)
to the Company (or, with respect to a Cash Acquisition, the Holder shall be deemed to have delivered a Change of Control Redemption
Notice to the Company for the entire Note then outstanding as of the tenth (10th) Trading Day immediately prior to the
Change of Control Date), which Change of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing
to redeem. The portion of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at
a price equal to the greatest of (i) the product of (x) the Change of Control Redemption Premium multiplied by (y) the Conversion
Amount being redeemed, (ii) the product of (A) the Change of Control Equity Redemption Premium multiplied by (B) the Conversion
Amount being redeemed multiplied by (C) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of
Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the
applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder delivers
the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (A) the Change of
Control Equity Redemption Premium multiplied by (B) the Conversion Amount being redeemed multiplied by (C) the quotient of (I)
the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid
to the holders of the shares of Common Stock upon consummation of such Change of Control (any such non-cash consideration constituting
publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately
prior to the consummation of such Change of Control, the Closing Sale Price of such securities on the Trading Day immediately following
the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately
prior to the public announcement of such proposed Change of Control) divided by (II) the Conversion Price then in effect (the “Change
of Control Redemption Price”). Redemptions required by this Section 5 shall be made in accordance with the provisions
of Section 12 and shall have priority to payments to stockholders in connection with such Change of Control. To the extent redemptions
required by this Section 5(a) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the
Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section
5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in
full, the Conversion Amount submitted for redemption under this Section 5(a) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Common Stock pursuant to Section 3, except that in the case of a Cash Acquisition, the
Holder may not convert this Note into Common Stock but may convert this Note into the aggregate cash consideration and the aggregate
cash value (determined as set forth above) of any non-cash consideration per share of Common Stock to be paid to the holders of
the shares of Common Stock upon consummation of such Change of Control. In the event of a partial redemption of this Note pursuant
hereto, the Principal amount redeemed shall be deducted from the Installment Amount(s) relating to the applicable Installment Date(s)
as set forth in the Change of Control Redemption Notice. In the event of the Company’s redemption of any portion of this
Note under this Section 5(a), the Holder’s damages would be uncertain and difficult to estimate because of the parties’
inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity
for the Holder. Accordingly, any redemption premium due under this Section 5(a) is intended by the parties to be, and shall be
deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 






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6.                 
RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)              
Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all
or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that
the Note was converted at the Conversion Price as of the applicable record date) immediately prior to 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,
that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other
Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a
result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent
shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term
shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase
Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity
date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same
extent as if there had been no such limitation).


 






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(b)              
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which all or substantially all of the record holders of shares of Common Stock are entitled
to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”),
the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion
of this Note, (i) if the Common Stock shall remain outstanding following such Fundamental Transaction, then in addition to the
shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled
with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such
Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) if the
Common Stock shall cease to remain outstanding following such Fundamental Transaction, then in lieu of the shares of Common Stock
otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in
connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had
this Note initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock)
at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence
shall be in a form and substance reasonably satisfactory to the Holder and Other Holders. The provisions of this Section 6 shall
apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion
or redemption of this Note.


 


7.                 
RIGHTS UPON ISSUANCE OF OTHER SECURITIES.


 


(a)              
Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of
Section 4(c), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, stock
combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.
Without limiting any provision of Section 6 or Section 15, if the Company at any time on or after the Subscription Date combines
(by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately after the effective
date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period
that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately
to reflect such event.


 






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(b)              
Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest
1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock.


 


(c)              
Voluntary Adjustment by Company. Subject to compliance with the rules and regulations of the Principal Market, the
Company may at any time during the term of this Note, with the prior written consent of the Required Holders (as defined in the
Securities Purchase Agreement), reduce the then current Conversion Price of each of the Notes to any amount and for any period
of time deemed appropriate by the board of directors of the Company.


 


(d)              
Mandatory Redemption Failure Adjustment. If the Company fails to pay a Mandatory Redemption Price (as defined below)
to the Holder in cash on the applicable Mandatory Redemption Date (each, a “Mandatory Redemption Failure”),
the Company shall on or prior to 9:00 AM, New York city time, on the Applicable Filing Deadline immediately following such Mandatory
Redemption Date, file with the SEC a Current Report on Form 8-K (the “Mandatory Redemption Failure 8-K”) disclosing
the occurrence of such Mandatory Redemption Failure (any failure by the Company to timely make such filing, a “Mandatory
Redemption 8-K Failure”). If after September 16, 2019, one or more Mandatory Redemption Failures have occurred hereunder,
upon the later of (x) September 17, 2019 and (y) such initial date no Mandatory Redemption 8-K Failure exists hereunder (the “Adjustment
Date”), if the greater of (x) the Floor Price and (y) the VWAP of the Common Stock on the Adjustment Date (the “Adjustment
Price”) is less than the Conversion Price then in effect, on the Adjustment Date, the Conversion Price shall automatically
adjust to the Adjustment Price. In addition to, but not in limitation of, the foregoing, if a Mandatory Redemption 8-K Failure
exists upon the later of (x) September 17, 2019 and (y) the Trading Day immediately following the Applicable Filing Deadline with
respect to the Mandatory Redemption Failure 8-K (the “8-K Failure Adjustment Date”) and the greater of (x) the
Floor Price and (y) the VWAP of the Common Stock on the 8-K Failure Adjustment Date (the “8-K Failure Adjustment Price”)
is less than the Conversion Price then in effect, on the 8-K Failure Adjustment Date, the Conversion Price shall automatically
adjust to the 8-K Failure Adjustment Price.


 


 


 






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8.                 
INSTALLMENT CONVERSION OR REDEMPTION.


 


(a)  
General. On each applicable Installment Date, provided there has been no Equity Conditions Failure, the Company shall
pay to the Holder of this Note the applicable Installment Amount due on such date by converting such Installment Amount in accordance
with this Section 8 (an “Installment Conversion”); provided, however, that the Company may, at
its option following notice to the Holder as set forth below, pay the Installment Amount by redeeming such Installment Amount in
cash (an “Installment Redemption”) or by any combination of an Installment Conversion and an Installment Redemption
so long as all of the outstanding applicable Installment Amount due on any Installment Date shall be converted and/or redeemed
by the Company on the applicable Installment Date, subject to the provisions of this Section 8. On or prior to the date which is
the tenth (10th) Trading Day prior to each Installment Date (each, an “Installment Notice Due Date”), the Company
shall deliver written notice (each, an “Installment Notice” and the date all of the holders receive such notice
is referred to as to the “Installment Notice Date”), to each holder of Notes and such Installment Notice shall
(i) either (A) confirm that the applicable Installment Amount of such holder’s Note shall be converted in whole pursuant
to an Installment Conversion or (B) (1) state that the Company elects to redeem for cash, or is required to redeem for cash in
accordance with the provisions of the Notes, in whole or in part, the applicable Installment Amount pursuant to an Installment
Redemption and (2) specify the portion of such Installment Amount which the Company elects or is required to redeem pursuant to
an Installment Redemption (such amount to be redeemed in cash, the “Installment Redemption Amount”) and the
portion of the applicable Installment Amount, if any, with respect to which the Company will, and is permitted to, effect an Installment
Conversion (such amount of the applicable Installment Amount so specified to be so converted pursuant to this Section 8 is referred
to herein as the “Installment Conversion Amount”), which amounts when added together, must at least equal the
entire applicable Installment Amount and (ii) if the applicable Installment Amount is to be paid, in whole or in part, pursuant
to an Installment Conversion, certify that there is not then an Equity Conditions Failure as of the applicable Installment Notice
Date. Each Installment Notice shall be irrevocable. If the Company does not timely deliver an Installment Notice in accordance
with this Section 8 with respect to a particular Installment Date, then the Company shall be deemed to have delivered an irrevocable
Installment Notice confirming an Installment Conversion of the entire Installment Amount payable on such Installment Date and shall
be deemed to have certified that there is not then an Equity Conditions Failure in connection with such Installment Conversion.
Except as expressly provided in this Section 8(a), the Company shall convert and/or redeem the applicable Installment Amount of
this Note pursuant to this Section 8 and the corresponding Installment Amounts of the Other Notes pursuant to the corresponding
provisions of the Other Notes in the same ratio of the applicable Installment Amount being converted and/or redeemed hereunder.
The applicable Installment Conversion Amount (whether set forth in the applicable Installment Notice or by operation of this Section
8) shall be converted in accordance with Section 8(b) and the applicable Installment Redemption Amount shall be redeemed in accordance
with Section 8(c).


 






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(b)              
Mechanics of Installment Conversion. Subject to Section 3(d), if the Company delivers an Installment Notice or is
deemed to have delivered an Installment Notice certifying that such Installment Amount is being paid, in whole or in part, in an
Installment Conversion in accordance with Section 8(a), then the remainder of this Section 8(b) shall apply. The applicable Installment
Conversion Amount, if any, shall be converted on the applicable Installment Date at the applicable Installment Conversion Price
and the Company shall, on such Installment Date, (A) deliver to the Holder’s account with DTC such shares of Common Stock
issued upon such conversion (subject to the reduction contemplated by the immediately following sentence and, if applicable, the
penultimate sentence of this Section 8(b)) and (B) in the event of the Conversion Floor Price Condition, the Company shall deliver
to the Holder the applicable Conversion Installment Floor Amount, provided that the Equity Conditions are then satisfied (or waived
in writing by the Holder) on such Installment Date and an Installment Conversion is not otherwise prohibited under any other provision
of this Note. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a)) the conversion of the applicable
Installment Conversion Amount, in whole or in part, and there was no Equity Conditions Failure as of the applicable Installment
Notice Date (or is deemed to have certified that the Equity Conditions in connection with any such conversion have been satisfied
by operation of Section 8(a)) but an Equity Conditions Failure occurred between the applicable Installment Notice Date and any
time through the applicable Installment Date (the “Interim Installment Period”), the Company shall provide the
Holder a subsequent notice to that effect. If the Company confirmed (or is deemed to have confirmed by operation of Section 8(a))
the conversion of the applicable Installment Conversion Amount, in whole or in part, and there is an Equity Conditions Failure
(which is not waived in writing by the Holder) during such Interim Installment Period or an Installment Conversion is not otherwise
permitted under any other provision of this Note, then, at the option of the Holder designated in writing to the Company, the Holder
may require the Company to do any one or more of the following: (i) the Company shall redeem all or any part designated by the
Holder of the unconverted Installment Conversion Amount (such designated amount is referred to as the “Designated Redemption
Amount”) and the Company shall pay to the Holder within two (2) days of such Installment Date, by wire transfer of immediately
available funds, an amount in cash equal to 108% of such Designated Redemption Amount (each, a “Designed Redemption Payment
Amount”), and/or (ii) the Installment Conversion shall be null and void with respect to all or any part designated by
the Holder of the unconverted Installment Conversion Amount and the Holder shall be entitled to all the rights of a holder of this
Note with respect to such designated part of the Installment Conversion Amount; provided, however, the Conversion Price for such
designated part of such unconverted Installment Conversion Amount shall thereafter be adjusted to equal the lesser of (A) the Installment
Conversion Price as in effect on the date on which the Holder voided the Installment Conversion and (B) the Installment Conversion
Price that would be in effect on the date on which the Holder delivers a Conversion Notice relating thereto as if such date was
an Installment Date. If the Company fails to redeem any Designated Redemption Amount by the second (2nd) day following the applicable
Installment Date by payment of such amount by such date, then the Holder shall have the rights set forth in Section 12(a) as if
the Company failed to pay the applicable Installment Redemption Price (as defined below) and all other rights under this Note (including,
without limitation, such failure constituting an Event of Default described in Section 4(a)(vi)). Notwithstanding anything to the
contrary in this Section 8(b), but subject to 3(d), until the Company delivers the Designated Redemption Payment Amount or Common
Stock representing the Installment Conversion Amount, as applicable, to the Holder, the Installment Conversion Amount may be converted
by the Holder into Common Stock pursuant to Section 3. In the event that the Holder elects to convert the Installment Conversion
Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Designated Redemption Payment
Amount or Installment Conversion Amount, as applicable, so converted shall be deducted from the Installment Amount(s) relating
to the applicable Installment Date(s) as set forth in the applicable Conversion Notice. The Company shall pay any and all taxes
that may be payable with respect to the issuance and delivery of any shares of Common Stock in any Installment Conversion hereunder.


 






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(c)              
Mechanics of Installment Redemption. If the Company elects or is required to effect an Installment Redemption, in
whole or in part, in accordance with Section 8(a), then the Installment Redemption Amount, if any, shall be redeemed by the Company
in cash on the applicable Installment Date by wire transfer to the Holder of immediately available funds in an amount equal to
108% of the applicable Installment Redemption Amount (the “Installment Redemption Price”). If the Company fails
to redeem such Installment Redemption Amount on such Installment Date by payment of the Installment Redemption Price, and such
failure continues for one Trading Day after such Installment Date, then, at the option of the Holder designated in writing to the
Company (any such designation shall be a “Conversion Notice” for purposes of this Note), the Holder may require
the Company to convert all or any part of the Installment Redemption Amount at the Installment Conversion Price (determined as
of the date of such designation as if such date were an Installment Date). Conversions required by this Section 8(c) shall be made
in accordance with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 8(c), but subject to
Section 3(d), until the Installment Redemption Price (together with any Late Charges thereon) is paid in full, the Installment
Redemption Amount (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder into Common Stock
pursuant to Section 3. In the event the Holder elects to convert all or any portion of the Installment Redemption Amount prior
to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment Redemption Amount so converted
shall be deducted from the Installment Amounts relating to the applicable Installment Date(s) as set forth in the applicable Conversion
Notice. Redemptions required by this Section 8(c) shall be made in accordance with the provisions of Section 12.


 


(d)  
Deferred Installment Amount. Notwithstanding any provision of this Section 8(d) to the contrary, the Holder may,
at its option and in its sole discretion, deliver a written notice to the Company no later than two days prior to the applicable
Installment Date electing to have the payment of all or any portion of an Installment Amount payable on such Installment Date deferred
(such amount deferred, the “Deferral Amount”, and such deferral, each a “Deferral”) until
any subsequent Installment Date selected by the Holder, in its sole discretion, in which case, the Deferral Amount shall be added
to, and become part of, such subsequent Installment Amount and such Deferral Amount shall continue to accrue Interest hereunder.
Any notice delivered by the Holder pursuant to this Section 8(d) shall set forth (i) the Deferral Amount and (ii) the date that
such Deferral Amount shall now be payable.


 






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(e)  
Acceleration of Installment Amounts. Notwithstanding anything herein to the contrary, at any time during the period
commencing on an Installment Date (a “Current Installment Date”) and ending on the Trading Day immediately prior
to the next Installment Date (each, an “Installment Period”), but solely to the extent the Company has elected
an Installment Conversion with respect to such Current Installment Date, at the option of the Holder, at one or more times, the
Holder may convert other Installment Amounts (each, an “Acceleration”, and each such amount, an “Acceleration
Amount”), in whole or in part, at the Installment Conversion Price of such Current Installment Date in accordance with
the conversion procedures set forth in Section 3 hereunder, mutatis mutandis; provided, that if a Conversion Floor Price
Condition exists and the Company and the Holder have mutually waived the Equity Conditions with respect to such Price Failure to
permit an Installment Conversion, in whole or in part, with respect to such Current Installment Date, with each Acceleration the
Company shall also deliver to the Holder the Acceleration Floor Amount on the applicable Share Delivery Deadline. Notwithstanding
the foregoing, with respect to any given Installment Period, the Holder may not elect to effect any Acceleration (a “Current
Acceleration”) during such Installment Period if the sum of (x) the Acceleration Amounts with respect to Accelerations
previously consummated by the Holder during the applicable Installment Period and (y) the Acceleration Amount of such Current Acceleration,
collectively, exceeds three (3) times the Installment Amount with respect to such Current Installment Date.


 


(f)   
Blocker Notice; Designated Specified Amounts. Notwithstanding anything to the contrary in this Note, at any time
any shares of Common Stock deliverable to the Holder hereunder would result in a violation of Section 3(d)(i) above, the Holder
shall deliver (or, if the Holder fails to deliver a written notice, shall nevertheless be deemed to have delivered, as applicable)
to the Company a written notice (which may be an e-mail) (a “Blocker Notice”) either (I) with respect to such
Installment Conversion that the Company has notified the Holder it has elected to effect, at least two (2) Business Days prior
to the applicable Current Installment Date, or (II) with respect to any Interest Shares the Company has notified the Holder it
has elected to issue, at least two (2) Business Days prior to the applicable Interest Date (A) stating that such Installment Conversion
or issuance of Interest Shares, as applicable, would result in a violation of Section 3(d)(i) above in the absence of the proviso
at the end of the first sentence of such section, and (B) specifying the portion of (x) the applicable Installment Amount with
respect to which such Installment Conversion would result in, or (y) the applicable Interest Shares to the extent that the issuance
thereof would result in, a violation of Section 3(d)(i) if such Installment Conversion or Interest Share issuance were effected
(such amount so specified is referred to herein as the “Designated Specified Amount”), the Installment Amount
of the Holder for such Current Installment Date or the Interest for such Interest Date, as the case may be, shall be automatically
reduced by such Designated Specified Amount (and the Holder shall not be entitled to beneficial ownership of such shares of Common
Stock issuable with respect to such Designated Specified Amount), and the Holder shall be deemed to have been issued a right hereunder
(in full satisfaction of the amount by which the Installment Amount or Interest was so reduced) to convert, subject to the limitations
on conversion set forth in Section 3(d)(i) hereunder, all, or any part, of such Designated Specified Amount into Common Stock (each,
a “Withdrawn Designated Specified Amount”) at the Installment Conversion Price or Interest Conversion Price,
as applicable, in effect for such Current Installment Date or Interest Date (such price, the “Measurement Price”),
by delivery of one or more written notices to the Company (each, a “Withdrawal Notice” and each date of receipt
by the Company of a Withdrawal Notice, each a “Withdrawal Notice Date”) solely to the extent the Common Stock
issuable to the Holder of such Withdrawn Designated Specified Amount set forth in such Withdrawal Notice at each such applicable
Withdrawal Notice Date would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage. Upon
receipt of any Withdrawal Notice, (A) the Company shall convert the applicable Withdrawn Designated Specified Amount specified
in such Withdrawal Notice into Common Stock in accordance with the conversion procedures set forth in Section 3 hereunder, mutatis
mutandis (with “Measurement Price” replacing “Conversion Price”, “Withdrawal Notice” replacing
“Conversion Notice” and “Withdrawal Notice Date” replacing “Conversion Date” for all purposes
hereunder with respect to such conversion), and (B) the applicable Designated Specified Amount shall be decreased by the applicable
Withdrawn Designated Specified Amount. Until converted in accordance herewith, the Designated Specified Amount shall remain outstanding
hereunder and shall be entitled to all rights and remedies hereunder (except that such Designated Specified Amount shall not accrue
interest hereunder (other than Late Charges, if any)).


 






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9.     
MANDATORY REDEMPTION. On each redemption date set forth in the following table (each, a “Mandatory Redemption
Date”), the Company shall redeem such portion of the Conversion Amount of this Note as set forth opposite the applicable
Mandatory Redemption Date in the following table (each, a “Mandatory Redemption Amount”) in cash at a redemption
price equal to 100% of such Mandatory Redemption Amount (each, a “Mandatory Redemption Price”):


 


	Mandatory Redemption Date	Mandatory Redemption Amount
	August 2, 2019	$3,215,953.13
	August 22, 2019	$3,215.953.12
	September 16, 2019	All remaining amounts then outstanding under this Note




Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the applicable Mandatory Redemption
Price (together with any Late Charges thereon) is paid in full, such Mandatory Redemption Amount (together with any Late Charges
thereon) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. In the event the Holder
elects to convert all or any portion of the Mandatory Redemption Amount prior to the applicable Mandatory Redemption Date as set
forth in the immediately preceding sentence, such portion of the Mandatory Redemption Amount so converted shall be deducted from
the Mandatory Redemption Amount relating to the applicable Mandatory Redemption Date(s) as set forth in the applicable Conversion
Notice. Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 12.


 






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10.             
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate
of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction
Documents, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this
Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of
this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Second Exchange
Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in
Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining
such consents or approvals as necessary to permit such conversion into shares of Common Stock.


 


11.             
RESERVATION OF AUTHORIZED SHARES.


 


(a)              
Reservation. So long as any Notes remain outstanding, the Company shall at all times reserve at least 150% of the
number of shares of Common Stock as shall from time to time be necessary to effect the conversion, including without limitation,
Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding (without regard to any limitations
on conversions and assuming such Notes remain outstanding until the Maturity Date) at the Conversion Price then in effect (the
“Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the
number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount
of the Notes held by each holder on the applicable Closing Date or increase in the number of reserved shares, as the case may be
(the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such
holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.
Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining
holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.


 






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(b)              
Insufficient Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while
any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common
Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock
equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take
all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence,
as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90)
days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval
of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each
stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase
in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such
proposal. In the event that the Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due
to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of
Common Stock (such unavailable number of shares of Common Stock, the “Authorized Failure Shares”), in lieu of
delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion
of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x)
such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure
Shares to the Company and ending on the date of such issuance and payment under this Section 11(a); and (ii) to the extent the
Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith. Nothing contained in Section 11(a) or this Section 11(b) shall limit any obligations of the Company under
any provision of the Securities Purchase Agreement.


 


12.             
REDEMPTIONS.


 


(a)              
Mechanics. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within
five (5) Business Days after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder
has submitted a Change of Control Redemption Notice in accordance with Section 5(a), the Company shall deliver the applicable Change
of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is
received prior to the consummation of such Change of Control and on the later of the consummation of such Change of Control and
the date five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall deliver the applicable
Installment Redemption Price to the Holder in cash on the applicable Installment Date. The Company shall deliver the applicable
Mandatory Redemption Price to the Holder in cash on the applicable Mandatory Redemption Date. The Company shall deliver the applicable
Cash Settlement Price to the Holder in cash on the applicable Conversion Date. Notwithstanding anything herein to the contrary,
in connection with any redemption hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction
Documents, at the option of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be
increased by the amount of such cash payment owed to the Holder under such other Transaction Document and, upon payment in full
or conversion in accordance herewith, shall satisfy the Company’s payment obligation under such other Transaction Document.
In the event of a redemption of less than all of the Conversion Amount of this Note, the Company shall, upon delivery by the Holder
of its existing Note to the Company for cancellation, promptly cause to be issued and delivered to the Holder a new Note (in accordance
with Section 18(d)) representing the outstanding Principal which has not been redeemed. In the event that the Company does not
pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company
pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly
return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption and for
which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the Company’s receipt
of such notice, (x) the applicable Redemption Notice (if any) shall be null and void with respect to such Conversion Amount, and
(y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 18(d)), to the Holder, but
none of the foregoing shall amend, modify or waive any Event of Default or Alternate Conversion Event, if any, then outstanding.
Upon the Company’s failure to pay any Redemption Price hereunder, on the date of such failure the principal amount of this
Note or such new Note (as the case may be) shall automatically be increased by an amount equal to the difference between (1) the
applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 6, if applicable) minus (2) the Principal
portion of the Outstanding Amount subject to redemption; provided, that this adjustment shall only apply to one Event of Default
Redemption hereunder. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following
such notice shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the
date of such notice with respect to the Conversion Amount subject to such notice.


 






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(b)              
Redemption by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes
for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described
in Section 4(b) or Section 5(a) (each, an “Other Redemption Notice”), the Company shall immediately, but no
later than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.
If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s applicable
Redemption Notice and ending on and including the date which is two (2) Business Days after the Company’s receipt of the
Holder’s applicable Redemption Notice and the Company is unable to redeem all principal, interest and other amounts designated
in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then the Company
shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount of the Notes
submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such
seven (7) Business Day period.


 


13.             
VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including,
without limitation, the Delaware General Corporation Law) and as expressly provided in this Note.


 


14.             
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)              
Rank. All payments due under this Note shall rank pari passu with all Other Notes and all other unsecured
indebtedness of the Company.


 


(b)              
Incurrence of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this
Note and the Other Notes and (ii) other Permitted Indebtedness).


 






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(c)              
Restricted Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents
(in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion
of any Indebtedness (other than trade payables (as defined in GAAP) in the ordinary course of business, paid when due consistent
with past practices, and this Note) whether by way of payment in respect of principal of (or premium, if any) or interest on, such
Indebtedness at any time this Note remains outstanding.


 


(d)              
Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, engage in any material line of business substantially different from those lines of business conducted
by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business
substantially related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, modify its or their corporate structure or purpose.


 


(e)              
Preservation of Existence, Etc. The Company shall maintain and preserve its existence, rights and privileges, and
become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased
by it or in which the transaction of its business makes such qualification necessary.


 


(f)               
Maintenance of Properties, Etc. The Company shall maintain and preserve all of its properties which are necessary
or useful (as determined by the Company in good faith) in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which it is a party as lessee or
under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 


(g)              
Maintenance of Intellectual Property. The Company will take all action necessary or advisable to maintain all of
the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company that are necessary or material
(as determined by the Company in good faith) to the conduct of its business in full force and effect.


 


(h)              
Maintenance of Insurance. The Company shall maintain insurance with responsible and reputable insurance companies
or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance)
with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering
such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in
accordance with sound business practice by companies in similar businesses similarly situated.


 






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(i)                
Transactions with Affiliates. The Company shall not enter into, renew, extend or be a party to, any transaction or
series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets
of any kind or the rendering of services of any kind) with any affiliate, except transactions for fair consideration and on terms
no less favorable to it than would be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate
thereof.


 


(j)                
Restricted Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders
of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the
Securities Purchase Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the
Notes.


 


(k)              
Independent Investigation. At the request of the Holder either (x) at any time when an Event of Default has occurred
and is continuing, or (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an
Event of Default, the Company shall hire an independent, reputable investment bank selected by the Company and approved by the
Holder to investigate as to whether any breach of this Note has occurred (the “Independent Investigator”). If
the Independent Investigator determines that such breach of this Note has occurred, the Independent Investigator shall notify the
Company of such breach and the Company shall deliver written notice to each holder of a Note of such breach. In connection with
such investigation, the Independent Investigator may, during normal business hours and upon signing a confidentiality agreement
in a form reasonably acceptable to the Company, inspect all contracts, books, records, personnel, offices and other facilities
and properties of the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable
efforts to obtain them, the records of its legal advisors and accountants (including the accountants’ work papers) and any
books of account, records, reports and other papers not contractually required of the Company to be confidential or secret, or
subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections
thereof as the Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such
financial and operating data and other information with respect to the business and properties of the Company as the Independent
Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances and
accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the Company’s officers, directors,
key employees and independent public accountants or any of them (and by this provision the Company authorizes said accountants
to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable
times, upon reasonable notice, and as often as may be reasonably requested.


 






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15.             
DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make
any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock,
by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations
or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion
Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no
such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a
result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall
be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly
in abeyance) to the same extent as if there had been no such limitation).


 


16.             
AMENDING THE TERMS OF THIS NOTE. Except for Section 3(d)(i), which may not be amended, modified or waived by the
parties hereto, the prior written consent of the Company and the Required Holders shall be required for any change, waiver or amendment
to this Note. Any amendment or waiver effected in accordance with this Section 16 shall be binding upon the Holder and the Company,
provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Notes or
(2) imposes any obligation or liability on any Investor without such Investor’s prior written consent (which may be granted
or withheld in such Investor’s sole discretion).


 


17.             
TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned
or transferred by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities
Purchase Agreement; provided, however, that any purchaser, assignee or transferee of this Note shall agree in writing to be bound
by the terms of the Securities Purchase Agreement and this Note.


 


18.             
REISSUANCE OF THIS NOTE.


 


(a)              
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 18(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 18(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this
Note may be less than the Principal stated on the face of this Note.


 






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(b)              
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding
Principal.


 


(c)              
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Note or Notes (in accordance with Section 18(d) and in principal amounts of at
least $1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time of such surrender.


 


(d)              
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such
new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal
remaining outstanding (or in the case of a new Note being issued pursuant to Section 18(a) or Section 18(c), the Principal designated
by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does
not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have
an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have
a first exchange date, as indicated on the face of such new Note, which is the same as the First Exchange Date of this Note, (v)
shall have a second exchange date, as indicated on the face of such new Note, which is the same as the Second Exchange Date of
this Note, (vi) shall have the same rights and conditions as this Note, and (vii) shall represent accrued and unpaid Interest and
Late Charges, if any, on the Principal and Interest of this Note, from the Second Exchange Date.


 


19.             
REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note
shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents
at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the Holder’s right to pursue damages for any failure by the Company to comply with the terms of this Note. No failure on
the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. In addition, the exercise of any right or remedy of the Holder at
law or equity or under this Note or any of the documents shall not be deemed to be an election of Holder’s rights or remedies
under such documents or at law or equity. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be
entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive
or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security. The Company shall provide all information and documentation to the Holder that is
reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions
of this Note (including, without limitation, compliance with Section 7).


 






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20.             
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) while an Event of Default has occurred and is continuing,
this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding
or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there
occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights
and involving a claim under this Note, then the Company shall pay the reasonable out-of-pocket costs incurred by the Holder for
such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,
including, without limitation, reasonable attorneys’ fees and disbursements. The Company expressly acknowledges and agrees
that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less
than the original Principal amount hereof.


 


21.             
CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and
shall not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference
and shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun
herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words “without
limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer
to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references
are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents,
shall have the meanings ascribed to such terms on the initial Closing Date in such other Transaction Documents unless otherwise
consented to in writing by the Holder.


 


22.             
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder or the Company in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing,
nothing contained in this Section 22 shall permit any waiver of any provision of Section 3(d).


 


 


 






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23.             
DISPUTE RESOLUTION.


 


(a)              
Submission to Dispute Resolution.


 


(i)                
In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Installment Conversion
Price, an Alternate Conversion Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the
applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of any
of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or
electronic mail at any time after the Holder or the Company, as the case may be, learned of the circumstances giving rise to such
dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing
Sale Price, such Conversion Price, such Installment Conversion Price, such Alternate Conversion Price, such VWAP or such fair market
value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as the case may be), at any time
after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be)
of such dispute to the Company or the Holder (as the case may be), then the Holder and the Company shall jointly agree upon (with
Oppenheimer & Co. Inc., deemed pre-approved by both parties) and select an independent, reputable investment bank to resolve
such dispute.


 


(ii)             
The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following
the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute
Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the
Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute
Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other
support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on
the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless
otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company
nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection
with such dispute (other than the Required Dispute Documentation).


 






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(iii)           
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of
such dispute shall be final and binding upon all parties absent manifest error.


 


(b)              
Miscellaneous. The Company and the Holder expressly acknowledges and agrees that (i) this Section 23 constitutes
an agreement to arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under § 7501, et seq.
of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder and the Company are each authorized
to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 23,
(ii) the terms of this Note and each other applicable Transaction Document shall serve as the basis for the selected investment
bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)
to make all findings, determinations and the like that such investment bank determines are required to be made by such investment
bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings,
determinations and the like to the terms of this Note and any other applicable Transaction Documents, (iii) the Holder and the
Company , each in its sole discretion, shall have the right to submit any dispute described in this Section 23 to any state or
federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section
23 and (iv) nothing in this Section 23 shall limit the Holder from obtaining any injunctive relief or other equitable remedies
(including, without limitation, with respect to any matters described in this Section 23).


 


24.             
NOTICES; CURRENCY; PAYMENTS.


 


(a)              
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the
reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to all or substantially all holders of shares of
Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.


 






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(b)              
Currency. All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S.
Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed
that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date
of such period of time).


 


(c)              
Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise
expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn
on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the
Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer
of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s
wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a
Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other
amounts due under the Transaction Documents which is not paid when due (except to the extent such amount is simultaneously accruing
Interest hereunder) shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such
amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the same is paid in full (“Late
Charge”).


 


25.             
CANCELLATION. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note
have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued.


 


26.             
WAIVER OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment,
protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this
Note and the Securities Purchase Agreement.


 


 


 






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27.             
GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required
by Section 23 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall
be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to
limit, any provision of Section 23. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER  HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


28.             
JUDGMENT CURRENCY.


 


(a)              
If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 28 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i)                
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date: or


 


(ii)             
the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the
date as of which such conversion is made pursuant to this Section 28(a)(ii) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(b)              
If in the case of any proceeding in the court of any jurisdiction referred to in Section 28(a)(ii) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with
the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion
Date.


 


(c)              
Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Note.





 






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29.             
SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


30.             
MAXIMUM PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall
be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such
law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded
to the Company.


 


31.             
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


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


 


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


 


(c)              
“Acceleration Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately
available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained
by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding
the relevant Conversion Date with respect to such Acceleration and (II) the applicable Installment Conversion Price and (B) the
difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the
applicable Share Delivery Deadline with respect to such Acceleration from (II) the quotient obtain by dividing (x) the applicable
Acceleration Amount that the Holder has elected to be the subject of the applicable Acceleration, by (y) the applicable Installment
Conversion Price without giving effect to clause (x) of such definition.


 


(d)              
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 






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(e)              
“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately
available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained
by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding
the relevant Alternate Conversion Date and (II) the applicable Alternate Conversion Price and (B) the difference obtained by subtracting
(I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline
with respect to such Alternate Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the
Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without
giving effect to clause (x) of such definition.


 


(f)               
“Alternate Conversion Price” means, with respect to any Alternate Conversion that price which shall be
the greater of (x) the Floor Price and (y) the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion
Date of the applicable Alternate Conversion, (ii) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding
the delivery or deemed delivery of the applicable Conversion Notice, and (iii) 80% of the price computed as the quotient of (I)
the sum of the VWAP of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during
the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed
delivery of the applicable Conversion Notice, divided by (II) three (3) (such period, the “Alternate Conversion Measuring
Period”); provided, that if the Company consummates or enters into an agreement with respect to a Variable Rate Transaction
(as defined in the Securities Purchase Agreement) in violation of Section 4(n) of the Securities Purchase Agreement (each, a “Prohibited
Variable Rate Transaction”, and each applicable variable price in such Prohibited Variable Rate Transaction, each, a
“Variable Price”), the Holder shall have the right, but not the obligation, in its sole discretion to substitute
the Variable Price (or the formula used to calculate such Variable Price) as the Alternate Conversion Price hereunder. All such
determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.


 


(g)              
“Alternate Conversion Event” means the occurrence of any of the following:


 


(i)                
any Event of Default pursuant to clauses (iii), (vi) or (viii) or (ix) through (xii) of the definition of Event of Default;


 


(ii)             
the occurrence of (x) any public disclosure, directly or indirectly, by the Company of any default of Indebtedness that
(without regard to any forbearance or standstill with respect thereto, but after giving effect to any permanent waiver of such
default) then permits the acceleration by the holder thereof, or (y) any redemption of Indebtedness at the option of the holder
thereof, or acceleration by the holder thereof prior to maturity of, in each case, at least an aggregate of $5,000,000 of Indebtedness
(as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with respect to any Other
Notes;


 






    39


     


    

 


(iii)           
a final judgment or judgments for the payment of money aggregating in excess of $5,000,000 are rendered against the Company
and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged,
settled or stayed pending appeal, or are not discharged or satisfied within thirty (30) days after the expiration of such stay;
provided, however, any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included
in calculating the $5,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer
or indemnity provider (which written statement may be under reservation of rights but shall otherwise be reasonably satisfactory
to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as
the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;


 


(iv)            
the Company and/or any Subsidiary, individually or in the aggregate, fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $5,000,000 due to any third party (other than, with respect to
unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper
proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or
is otherwise in breach or violation of any agreement for monies owed or owing in an amount in excess of $5,000,000, which breach
or violation results in the acceleration of amounts due thereunder;


 


(v)              
at any time on or after September 18, 2019, one or more Mandatory Redemption Failures have occurred hereunder (whether or
not subsequently cured) and one or more Mandatory Redemption 8-K Failures remain outstanding;


 


(vi)            
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 14(c) of this
Note;


 


(vii)         
the maturity date for the GACP Facility is accelerated pursuant to the terms thereof to January 12, 2019 (or any such date
earlier than July 1, 2021), or any amount under the GACP Facility (other than mandatory prepayment amounts pursuant to Section
2.6(b) of the GACP Facility) otherwise becomes due prior to July 1, 2021;


 


(viii)       
any voluntary prepayment of the GACP Facility (other than a Permitted GACP Refinancing) unless such voluntary prepayment
is made with net proceeds of a Subsequent Placement (as defined in the Securities Purchase Agreement) of Common Stock, Convertible
Securities or Options (excluding any proceeds obtained by the Company from the offering of the Notes) occurring after the end of
the Restricted Period (as defined in the Securities Purchase Agreement); or


 


(ix)            
any breach of Section 4(n) of the Securities Purchase Agreement.


 






    40


     


    

 


(h)              
 “Applicable Filing Deadline” means with respect to any given date of determination (i) if as of such
date of determination a Current Public Information Failure (as defined in the Registration Rights Agreement) then exists, the fourth
(4th) Trading Day after such date of determination or (ii) if as of such date of determination a Current Public Information
Failure does not exist, the first (1st) Trading Day after such date of determination.


 


(i)                
 “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.


 


(j)                
“Bloomberg” means Bloomberg, L.P.


 


(k)              
“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.


 


(l)                
“Change of Control” means any Fundamental Transaction other than (i) any merger of the Company or any
of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization
or reclassification of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to
hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of
the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification,
or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company
or any of its Subsidiaries.


 


(m)            
“Change of Control Redemption Premium” means 125%.


 


(n)              
“Change of Control Equity Redemption Premium” means (x) if on or prior to the first anniversary of the
Issuance Date, 130%, (y) if after the first anniversary of the Issuance Date, but on or prior the second anniversary of the Issuance
Date, 120% or (z) if after the second anniversary of the Issuance Date, 110%.


 


 


 



    41


     


    

 





(o)              
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,
the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price
or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior
to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively,
is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing
Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the
Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 


(p)              
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the
date the Company initially issued Notes (or, with respect to the DSM Shoe (as defined in the Securities Purchase Agreement), the
date of issuance of the Other Note to DSM (as defined in the Securities Purchase Agreement) pursuant to the DSM Shoe) pursuant
to the terms of the Securities Purchase Agreement.


 


(q)              
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and
(ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(r)               
“Conversion Installment Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately
available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained
by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding
the relevant Installment Date and (II) the applicable Installment Conversion Price and (B) the difference obtained by subtracting
(I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Installment Date with respect
to such Installment Conversion from (II) the quotient obtain by dividing (x) the applicable Installment Amount subject to such
Installment Conversion, by (y) the applicable Installment Conversion Price without giving effect to clause (x) of such definition.


 


(s)               
“Conversion Floor Price Condition” means that the relevant Alternate Conversion Price or Installment
Conversion Price, as applicable, is being determined based on clause (x) of such definitions.


 


(t)                
“Convertible Securities” means any stock or other security (other than Options) that is at any time and
under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.


 


(u)              
“Current Subsidiary” means any Person in which the Company on the Subscription Date, directly or indirectly,
(i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates
all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current
Subsidiaries”.


 


(v)              
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the
Nasdaq Global Market or the Principal Market.


 







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(w)            
“Equity Conditions” means, with respect to an given date of determination: (i) on each day during the
period beginning ten (10) Trading Days prior to such applicable date of determination and ending on and including such applicable
date of determination either (x) one or more Registration Statements filed pursuant to the Registration Rights Agreement shall
be effective and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance
of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares
of Common Stock to be issued in connection with the event requiring this determination (or issuable upon conversion of the Conversion
Amount being redeemed), as applicable, in the event requiring this determination at the Conversion Price then in effect (without
regard to any limitations on conversion set forth herein) (each, a “Required Minimum Securities Amount”), in
each case, in accordance with the terms of the Registration Rights Agreement and there shall not have been during such period any
Grace Periods (as defined in the Registration Rights Agreement) or (y) all Registrable Securities shall be eligible for sale pursuant
to Rule 144 (as defined in the Securities Purchase Agreement) without the need for registration under any applicable federal or
state securities laws (in each case, disregarding any limitation on conversion of the Notes, other issuance of securities with
respect to the Notes) and no Current Public Information Failure exists or is continuing; (ii) on each day during the period beginning
thirty calendar days prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), the Common Stock (including all Registrable Securities) is listed
or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended from trading on an Eligible
Market (other than suspensions of not more than two (2) days and occurring prior to the applicable date of determination due to
business announcements by the Company); (iii) during the Equity Conditions Measuring Period, the Company shall have delivered all
shares of Common Stock issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares
of capital stock required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv)
any shares of Common Stock to be issued in connection with the event requiring determination (or issuable upon conversion of the
Conversion Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d)(i)
hereof (after giving effect to Section 8(f), if applicable); (v) any shares of Common Stock to be issued in connection with the
event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this
determination) may be issued in full without violating Section 3(d)(ii) hereof; (vi) any shares of Common Stock to be issued in
connection with the event requiring determination (or issuable upon conversion of the Conversion Amount being redeemed in the event
requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation
(as applicable); (vii) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed
or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (viii) the Company
shall have no knowledge of any fact that would reasonably be expected to cause any Registration Statement required to be filed
pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not be available for the
resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the terms of the Registration
Rights Agreement, unless any Registrable Securities are eligible for sale pursuant to Rule 144 without the need for registration
under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Notes, other
issuance of securities with respect to the Notes) and no Current Public Information Failure exists or is continuing; (ix) the Holder
shall not be in possession of any material, non-public information provided to any of them by the Company, any of its Subsidiaries
or any of their respective affiliates, employees, officers, representatives, agents or the like; (x) on each day during the Equity
Conditions Measuring Period, the Company shall not have breached in any material respect Sections 4(b), (e), (f) (l) or (r) of
the Securities Purchase Agreement; (xi) there shall not have occurred any Volume Failure or Price Failure as of such applicable
date of determination; (xii) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing
and the applicable Required Minimum Securities Amount of shares of Common Stock are available under the certificate of incorporation
of the Company and reserved by the Company to be issued pursuant to the Notes and (B) all shares of Common Stock to be issued in
connection with the event requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in
the event requiring this determination (without regards to any limitations on conversion set forth herein)) may be issued in full
without resulting in an Authorized Share Failure; (xiii) on each day during the Equity Conditions Measuring Period, there shall
not have occurred and there shall not exist an Event of Default or an event that with the passage of time or giving of notice would
constitute an Event of Default; (xiv) no bone fide dispute shall exist, by and between any of holder of Notes, the Company, the
Principal Market (or such applicable Eligible Market in which the Common Stock of the Company is then principally trading) and/or
FINRA with respect to any term or provision of any Note or any other Transaction Document which would prevent the Holder from timely
receiving shares of Common Stock that are freely tradable on the Principal Market (or applicable Eligible Market); and (xv) the
shares of Common Stock issuable pursuant the event requiring the satisfaction of the Equity Conditions are duly authorized and
listed and eligible for trading without restriction on an Eligible Market.


 






    43


     


    

 


(x)              
“Equity Conditions Failure” means that on any day during the period commencing on the applicable Installment
Notice Date through the later of the applicable Installment Date and the date on which the applicable shares of Common Stock are
actually delivered to the Holder, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(y)              
 “Fiscal Year” means the fiscal year adopted by the Company for financial reporting purposes as of the
date hereof that ends on December 31.


 


(z)              
 “Floor Price” means $0.84 (or such lower amount as permitted, from time to time, by the Principal Market).


 


 


 


 


 






    44


     


    

 


(aa)           
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined
in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make,
or allow the Company to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a
purchase, tender or exchange offer with respect to (and that that is accepted by the holders of) at least either (x) 50% of the
outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock
held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender
or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv)
consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually
or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding
shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding; or
(z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (B) that the Company shall, directly
or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject
Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender,
tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock,
(y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such
Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities were
not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger
or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval of
the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    45


     


    

 


(bb)          
 “GAAP” means United States generally accepted accounting principles, consistently applied.


 


(cc)           
“GACP Facility” means any Indebtedness borrowed from GACP Finance Co. LLC (or any of its affiliates)
with such terms and conditions as in effect as of the Issuance Date, together with any Indebtedness refinancing thereof that does
not (x) decrease the maturity date thereunder to a date earlier than July 1, 2021, (y) increase any mandatory prepayments required
thereunder or (z) increase the principal amount outstanding thereof (the “Permitted GACP Refinancing”).


 


(dd)          
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


(ee)           
“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount
of this Note on the applicable Closing Date and (ii) the denominator of which is the aggregate original principal amount of all
Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement as of the applicable Closing Date for each
of the Notes.


 


(ff)       
 “Indebtedness” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(gg)          
“Installment Amount” means the sum of (A) (i) with respect to any Installment Date other than the Maturity
Date, the lesser of (x) the Holder Pro Rata Amount (excluding DSM, if applicable) of $1,875,000 (or, with respect to DSM and the
DSM Shoe, 1/32nd of the portion of the Other Note issued to DSM in the DSM Shoe) and (y) the Principal amount then outstanding
under this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal
amount then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced
pursuant to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant
to Section 8(d) (or any Deferral Amount deferred under Section 8(d) of the Original Note) and included in such Installment Amount
in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount
in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest as of
such Installment Date under this Note or the Original Note, if any, and accrued and unpaid Late Charges, if any, under this Note
as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee
shall be allocated a pro rata portion of each unpaid Installment Amount hereunder.


 






    46


     


    

 


(hh)          
“Installment Conversion Price” means, with respect to a particular date of determination, the greater
of (x) the Floor Price and (y) the lowest of (i) the Conversion Price then in effect, and (ii) 85% of the quotient of (A) the sum
of the VWAP of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen
(15) consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable Installment Date,
divided by (B) three (3). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination
or other similar transaction during any such measuring period.


 


(ii)             
“Installment Date” means (i) October 1, 2019; (ii) thereafter, the first Trading Day of the calendar
month immediately following the previous Installment Date until the Maturity Date, and (iii) the Maturity Date.


 


(jj)             
“Interest Date” means (x) if prior to the initial Installment Date or after the Maturity Date, the first
Trading Day of each calendar quarter or (y) if on or after the initial Installment Date, but on or prior to the Maturity Date,
such Installment Date, if any, in such calendar month.


 


(kk)          
“Interest Rate” means eighteen percent (18.0%) per annum, as may be adjusted from time to time in accordance
with Section 2.


 


(ll)             
“Maturity Date” shall mean December 10, 2021; provided, however, the Maturity Date may be extended at
the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or
any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event
of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the
event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date,
provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount
would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such
provision shall not limit the conversion of this Note.


 


(mm)     
“New Subsidiary” means, as of any date of determination, any Person in which the Company after the Subscription
Date, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest
of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all
of the foregoing, collectively, “New Subsidiaries”.


 






    47


     


    

 


(nn)          
“Net Settlement Market Price” means the quotient of (a) the sum of the daily VWAPs of the Common Stock
during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately prior to the applicable
Conversion Date divided by (b) fifteen.


 


(oo)          
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.


 


(pp)          
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(qq)          
“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) the
GACP Facility, (iii) Indebtedness (other than the GACP Facility) deemed to be disclosed pursuant to the Securities Purchase Agreement,
as in effect as of the Subscription Date (including all other Indebtedness accrued in the balance sheet included in the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2018), (iii) Indebtedness incurred after the Issuance Date to
finance the acquisition, construction or development of capital assets and related expenses, and not secured by any lien or security
interest other than on such assets and improvements and accessions thereto, (iv) Indebtedness of subsidiaries that are organized
under the laws of a jurisdiction outside of the United States and not guaranteed by, or secured by a lien on assets of, the Company,
and (v) up to $300,000,000, in the aggregate, of additional Indebtedness of the Company incurred after the Issuance Date.


 


(rr)             
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(ss)            
 “Price Failure” means, with respect to a particular date of determination, if either (I) the VWAP of
the Common Stock on each Trading Day during the four (4) Trading Day period ending on the Trading Day immediately preceding such
date of determination or (I) the VWAP of the Common Stock on at least fifteen (15) Trading Days during the twenty (20) Trading
Day period ending on the Trading Day immediately preceding such date of determination, in either case, fails to exceed the greater
of (x) the Floor Price and (y) $2.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other
similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock
splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.


 


(tt)             
 “Principal Market” means the Nasdaq Global Select Market.


 






    48


     


    

 


(uu)          
“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Installment Notices
with respect to any Installment Redemption, and the Change of Control Redemption Notices, any Cash Settlement Election Notices
and each of the foregoing, individually, a “Redemption Notice.”


 


(vv)          
“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption
Prices, the Mandatory Redemption Prices, the Cash Settlement Prices and the Installment Redemption Prices, and each of the foregoing,
individually, a “Redemption Price.”


 


(ww)      
“Registration Rights Agreement” means that certain registration rights agreement, dated as of the initial
Closing Date, by and among the Company and the initial holders of the Notes relating to, among other things, the registration of
the resale of the Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes, as may be
amended from time to time.


 


(xx)          
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(yy)          
“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription
Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended
from time to time.


 


(zz)           
 “Subscription Date” means December 6, 2018.


 


(aaa)       
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


(bbb)      
 “Subsidiaries” means, as of any date of determination, collectively, all Current Subsidiaries and all
New Subsidiaries, and each of the foregoing, individually, a “Subsidiary.”


 


(ccc)       
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


(ddd)      
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations
relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 






    49


     


    

 


(eee)       
“Volume Failure” means, with respect to a particular date of determination, if either (x) the aggregate
daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on each Trading Day during the
four (4) Trading Day period ending on the Trading Day immediately preceding such date of determination or (y) the aggregate daily
dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market on at least fifteen (15) Trading Days
during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination (such period,
the “Volume Failure Measuring Period”), in either case, is less than $2,000,000 (as adjusted for any stock splits,
stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All
such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or
other similar transactions during such Volume Failure Measuring Period.


 


(fff)          
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If
the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section
23. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.


 


 


 


 


 






    50


     


    

 


32.             
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day of such receipt or prior to (or
simultaneous with) such delivery, as applicable, publicly disclose such material, non-public information on a Current Report on
Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating
to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such
notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice
do not constitute material, non-public information relating to the Company or any of its Subsidiaries. If the Company or any of
its Subsidiaries provides material non-public information to the Holder that is not promptly filed in a Current Report on Form
8-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that
the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers,
directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such
material non-public information. Nothing contained in this Section 32 shall limit any obligations of the Company, or any rights
of the Holder, under Section 4(i) of the Securities Purchase Agreement.


  


[signature page follows]


 


 


 


 


 






    51


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed as of the Second Exchange Date set out above.


 


 


	 	
        AMYRIS, INC.

         

         

         

	 	By:_________________________________
	 	Name:
	 	Title:


 


 


 


 


 


 





Senior Convertible Note - Signature Page











     


     


    

 


EXHIBIT I


 



AMYRIS, INC.

CONVERSION NOTICE


 


Reference is made to the Senior Convertible
Note (the “Note”) issued to the undersigned by Amyris, Inc., a Delaware corporation (the “Company”).
In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the
Note) of the Note indicated below into shares of Common Stock, $0.001 par value per share (the “Common Stock”),
of the Company, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the
Note.


 


	Date of Conversion:	 
	 	 
	Aggregate Principal to be converted:	 
	 	 
	Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:	 
	 	 
	AGGREGATE CONVERSION AMOUNT

 TO BE CONVERTED:	 
	 	 
	Please confirm the following information:
	 
	Conversion Price:	 
	 	 
	Number of shares of Common Stock to be issued:	 
	 	 
	
        

        Installment Amount(s) to be reduced (and corresponding Installment
        Date(s)) and amount of reduction:
	
	 	 
	
        £ If
this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the
following Alternate Conversion Price:____________

         

        £ If
        this Conversion Notice is being delivered with respect to an Acceleration, check here if Holder is electing to use
        _________ as the Installment Conversion Price (as applicable) related to the following Installment Date:____________

        

        

	 	 	 	 	 	 	 


Notwithstanding anything to the contrary contained herein, this
        Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion Notice that after giving
        effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates) will not have beneficial
        ownership (together with the beneficial ownership of such Person’s affiliates) of a number of shares of Common Stock which
        exceeds the Maximum Percentage (as defined in the Note) of the total outstanding shares of Common Stock of the Company as determined
        pursuant to the provisions of Section 3(d)(i) of the Note.


 






     


     


    




	





 


	

        Please issue the Common Stock into which the Note is being converted
        to Holder, or for its benefit, as follows:

         

        £
             Check         here if requesting delivery as a certificate to the following name and to the following address:

	 
	Issue to:	 
	 	 
	 	 
	 	 
	£
         Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:
	 
	DTC Participant:	 
	DTC Number:	 
	Account Number:	 
	 	 	 	 	 	 




 





	
        Date: _____________ __, __

         

        _____________________

        

        Name of Registered Holder

         

        
	 
	
         

        By:_____________________ 

        Name:

        Title:

        

        

         

        Tax ID:_____________________

         

        Facsimile:___________________

         

        E-mail Address: 

        





 


 



     


     


    







 


Exhibit II


 


ACKNOWLEDGMENT AND TRANSFER AGENT INSTRUCTIONS


 


 





[See attached]


 


 


 


 


 


 


 


 


 






     


     


    

 





 


 


5885 Hollis Street, Suite 100


Emeryville, CA 94608


510.450.0761


 


[_______________], 20[__]


 


EQ Shareowner Services


1110 Centre Pointe Curve, Suite 101


Mendota Heights, MN 55120


ISSUANCE INSTRUCTION


 


	Reference/Control Number	 	N/A
	Company/Issue Name	 	Amyris, Inc. (AMY5)
	Full Option Plan/Reserve Name	 	Reserve [__] - [_______] 
	
        Treasury or

        Original Issue Shares
	 	 
	Share Issuance Date	 	[________], 20[__]
	No. of Shares to Debit from Reserve	 	[_______________]
	No. of Shares Withheld for Taxes (if any)	 	
         

        N/A

	No. of Shares to Issue	 	[___________________]
	Name of Optionee	 	N/A


 


If Shares are withheld for taxes, shares should be returned to:


 


[ ] Plan Reserve – If Plan Reserve, indicate name of Reserve
below


     ________________________________________________


 


[X] Authorized, Unissued Reserve (Reserve 01)


[ ] Treasury Account


 


Check one of the above


 


TRANSFER VIA DWAC (company provides cost basis directly to broker)


 


If shares are to be delivered electronically via DWAC to the broker, please complete
below:


 


Settlement Date [__________], 20[__]Broker Contact: [____________]


 


Broker DTCC Participant # [____]Broker’s Direct Phone # [__________]


Account # [_______]


 


________________________________


Print Name/Title of Authorized Signer


	
         

        
	 	
         

        

        [________], 20[__]

	Authorized Signer	 	Date


 


 





 





Amyris, Inc. 5885 Hollis Street, Suite 100, Emeryville, CA 94608
USA











     


     


    

 













EXHIBIT B


 







NEITHER THIS SECURITY NOR THE SECURITIES INTO
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, 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.


 


COMMON STOCK PURCHASE WARRANT


 


AMYRIS, INC. 


 


	Warrant Shares: 2,000,000	 Issue Date: December 6, 2018First Exchange Date: May 15, 2019

                                            Second Exchange Date: July [_], 2019

                                            










 


THIS COMMON STOCK PURCHASE WARRANT certifies that,
for value received, CVI INVESTMENTS, INC. or its assigns (the “Holder”) is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Second Exchange Date (the
“Initial Exercise Date”) and on or prior to the close of business on the second anniversary of the First Exchange
Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware
corporation (the “Company”), up to 2 million shares (as subject to adjustment hereunder, the “Warrant
Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b). This Warrant (including all Common Stock Purchase Warrants issued in exchange, transfer or replacement
hereof, this “Warrant”) is one of an issue of Common Stock Purchase Warrants issued pursuant to that certain
Second Exchange Agreement, dated as of the Second Exchange Date, by and between the Company and the Holder (the “Second
Exchange Agreement”) in exchange for that certain Common Stock Purchase Warrant, exercisable into 2,000,000 shares of
Common Stock, and that certain senior convertible note, each originally issued pursuant to that certain Exchange Agreement, dated
as of the First Exchange Date, by and between the Company and the Holder, in exchange for that certain senior convertible note
originally issued pursuant to that certain Securities Purchase Agreement, dated as December 6, 2018, by and among the Company and
the investors referred to therein, as amended from time to time.


 






    1


     


    

 


Section 1.Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Second Exchange Agreement, as such definitions
are in effect on the Second Exchange Date.


 


Section 2.Exercise.


 


a)                 
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part,
at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of
a duly executed facsimile copy or PDF copy submitted by electronic (or e-mail attachment) of the Notice of Exercise in the form
annexed hereto (“Notice of Exercise”). Within two (2) Trading Days following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the
contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of
receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b)                 
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $2.87, subject to adjustment
hereunder (the “Exercise Price”).


 


c)                 
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering
the resale of the Warrant Shares subject to the applicable Notice of Exercise is not available for the resale of such Warrant Shares,
at any time after the six month anniversary of the Initial Exercise Date, this Warrant may be exercised, in whole or in part, at
any time or times on or after the Initial Exercise Date and on or before the Termination Date at the election of the Holder (in
such Holder’s sole discretion) 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:


 






    2


     


    

 


(A) = as applicable: (i) the VWAP on
the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed
and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to
Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the
Common Stock on the Principal Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable
Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading
Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice
of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the
close of “regular trading hours” on such Trading Day;


 


(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.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period
of the Warrant Shares being issued may be tacked on to the holding period of this Warrant.  The Company agrees not to
take any position contrary to this Section 2(c).


 


“Bid Price” means,
for any security as of the particular time of determination, (a) the bid price for such security on the Principal Market as reported
by Bloomberg , L.P. as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the bid price of such security on the principal securities exchange or trading market where such security
is listed or traded as reported by Bloomberg, L.P. as of such time of determination (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 the principal trading market on which such security
is then traded, the volume weighted average price of such security for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if such security is not then listed or quoted for trading on OTCQB or OTCQX and if prices for such security
are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of such security so reported, or (d) in all other
cases, the fair market value of a share of such security as determined by an independent appraiser selected in good faith by the
Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






    3


     


    

 


“VWAP” means, for
any security as of any date, the dollar volume-weighted average price for such security on (a) the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) (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 the principal trading market on which such security is then traded, the volume weighted
average price of such security for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if such security
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for such security are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of such security so reported, or (d) in all other cases, the fair market value
of a share of such security as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 


Notwithstanding anything herein to
the contrary, on the Termination Date, if a registration statement covering the resale of the Warrant Shares is not available for
the resale of the Warrant Shares, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section
2(c).


 


d)                 
Mechanics of Exercise.


  


i.           
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the transfer
agent of the Company (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or
its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the
issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale
by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the
date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise and (ii) one (1)
Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within
two (2) Trading following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the
Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the
Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth
Trading Day after such liquidated damages begin to accrue) for each Trading Day commencing one Trading Day after such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.


 






    4


     


    

 


ii.                    
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at
the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


 


iii.                 
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.                 
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights
available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance
with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which
the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to
the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 






    5


     


    

 


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


 


vi.                 
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue
or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses
shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any
Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar
functions) required for same-day electronic delivery of the Warrant Shares.


 


vii.                 
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.


 


 


 






    6


     


    

 


e)       Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise
of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder
(together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the
Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Conversion Shares (as defined in the New Notes)
or Options (as defined in the New Notes)) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding
sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of
shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), 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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e)
shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.


 






    7


     


    

 


Section 3.Certain Adjustments.


 


a)                 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted
such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a)
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b)                 
Voluntary Adjustment by Company. Subject to compliance with the rules and regulations of the Principal Market, the
Company may at any time this Warrant remains outstanding, with the prior written consent of the Required Holders (as defined in
the Securities Purchase Agreement), reduce the then current Exercise Price of this Warrant to any amount (below the Exercise Price
then in effect) and for any period of time deemed appropriate by the board of directors of the Company.


 


 


 






    8


     


    

 


c)                 
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time after
the Exchange Date the Company grants, issues or sells any Convertible Securities or Options 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 each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise
of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


d)                 
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of
return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction,
but excluding any dividend that results in adjustment to the Exercise Price pursuant to Section 3(a) above) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in
such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if
ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


 


 






    9


     


    

 


e)                 
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more
related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then,
the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction (as if the exercise of the Warrant occurred immediately prior to the occurrence
of such Fundamental Transaction), at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise
of this Warrant), the number of shares of common stock of the successor or acquiring corporation or shares of Common Stock of the
Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price 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 Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding the foregoing, at the request of the Holder delivered at any time commencing on the earliest to occur
of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder
first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the
consummation of such Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company
or the Successor Entity (as defined in the New Notes) (as the case may be) shall purchase this Warrant from the Holder on the date
of such request by paying to the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made
by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd)
Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction. For the purpose of
this Warrant, “Black Scholes Value” means the value of the unexercised portion of this Warrant remaining on
the date of the Holder’s request pursuant to Section 3(e), which value is calculated using the Black Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the
greater of (1) the highest Closing Sale Price (as defined in the New Notes) of the Common Stock during the period beginning on
the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable
Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 3(e)
and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value
of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the
Exercise Price in effect on the date of the Holder’s request pursuant to Section 3(e), (iii) a risk-free interest rate
corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date
of the Holder’s request pursuant to Section 3(e) and (2) the remaining term of this Warrant as of the date of consummation
of the applicable Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 3(e) if such
request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v)
an expected volatility equal to the greater of 75% and the 30 day volatility obtained from the “HVT” function on Bloomberg,
L.P. (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest to occur of
(A) the public disclosure of the applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction
and (C) the date on which the Holder first became aware of the applicable Fundamental Transaction.


 






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f)                  
Calculations. All calculations under this Section 3 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 3, 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 treasury shares, if any) issued and outstanding.


 


g)                 
Notice to Holder.


 


i.           
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3,
the Company shall within two (2) Trading Days deliver to the Holder by facsimile or email a notice setting forth the Exercise Price
after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts
requiring such adjustment.


 


ii.           
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company,
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. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 






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Section 4.Transfer of Warrant.


 


a)                 
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section
4(d) hereof and to the provisions of Section 4(a) of the Second Exchange Agreement, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with
a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading
Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned
in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b)                 
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid
office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the original issue date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


 


 






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c)                 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)                 
Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions
or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer,
that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 4(a) of the Second Exchange
Agreement.


 


e)                 
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and
not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act
or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section 5.Miscellaneous.


 


a)                 
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3.


 


 


 






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b)                 
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


 


c)                 
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.


 


d)                 
Authorized Shares.


 


During the period the Warrant is outstanding
from and after the Initial Exercise Date, the Company covenants that it will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of each Eligible Market upon which the Common
Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 






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Before taking any action which would
result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e)                 
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant
shall be determined in accordance with the provisions of the Second Exchange Agreement.


 


f)                  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not
registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 


g)                 
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part
of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.


 


h)                 
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the Second Exchange Agreement.


 


i)                  
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


j)                  
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 






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k)                 
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors
and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time
of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.


 


l)                  
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the
Company and the Holder.


 


m)              
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)                 
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose,
be deemed a part of this Warrant.


 


 


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


 


 


(Signature Page Follows)


 


 


 


 






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IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the Second Exchange Date set out above.


 


 


	 	
        AMYRIS, INC.

         

         

	 	
        By:__________________________________________

        Name:

        Title:

         



 


 


 


 


 






    17


     


    

 





NOTICE OF EXERCISE


 


To:       AMYRIS,
INC.


 


(1)  
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)  
Applicable Exercise Price: $_______________


 


(3)  
Payment shall take the form of (check applicable box):


 


[ ] in lawful money of the United States;
or


 


[ ] the cancellation of such number
of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect
to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(4)  
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to the following DWAC Account
Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor. The undersigned
is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _______________________________________________________________________


Signature of Authorized Signatory of Investing Entity: _________________________________________________


Name of Authorized Signatory: ___________________________________________________________________


Title of Authorized Signatory: ____________________________________________________________________


Date: _______________________________________________________________________________________


 


 



     


     


    







 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


 


	Name:	______________________________________
	 	(Please Print)
	 	 
	Address:	______________________________________
	
         

         

        Phone Number:

         

        Email Address:

         
	
        (Please Print)

         

        ______________________________________

         

        ______________________________________

         

	Dated: _______________ __, ______	 
	 	 
	Holder’s Signature: _________________________________ 	 
	 	 
	Holder’s Address: ______________________________