Exhibit 4.2


  





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 17(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.


 


ShiftPixy, Inc.


 


SENIOR CONVERTIBLE NOTE


 


	
        Issuance Date: March 12, 2019

         

        Exchange Date: March 24, 2020
	Original Principal Amount: U.S. $______________


 


FOR VALUE RECEIVED, ShiftPixy, Inc.,
a Wyoming corporation (the “Company”), hereby promises to pay to the order of _________ 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, upon any Event of Default that is continuing, to
pay interest (“Interest”) on any outstanding Principal at the Default Rate (as defined below) from the date
set forth above as the Issuance Date (the “Issuance 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 Exchange Agreement, dated the Exchange Date, by and between the Company
and the Holder (the “Exchange Agreement”) in exchange for that certain Senior Convertible Note, with an aggregate
principal amount as of the Exchange Date of $___________ (the “Original Note”), and originally issued pursuant
to the Securities Purchase Agreement, dated as March 11, 2019 (the “Subscription Date”), by and among the Company
and the investors (the “Buyers”) party thereto (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 9. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing 100% of all
outstanding Principal and 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 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) This Note shall not bear Interest except
upon the occurrence (and during the continuance) of an Event of Default (as defined below), in which case this Note shall bear
interest at a rate of eighteen percent (18.0%) per annum (the “Default Rate”). In the event that such Event
of Default is subsequently cured or waived in accordance with the terms of this Note (and no other Event of Default then exists
(including, without limitation, for the Company’s failure to pay such Interest at the Default Rate on the applicable Interest
Date)), Interest hereunder shall cease to accrue as of the calendar day immediately following the date of such cure or waiver;
provided that the Interest as calculated and unpaid during the continuance of such Event of Default shall continue to apply to
the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure or waiver
of such Event of Default.


 


(b) Interest on this Note shall (i) commence
accruing upon the occurrence of an Event of Default, (ii) be computed on the basis of a 360-day year and twelve 30-day months,
(iii) be payable in arrears on each Interest Date in accordance with the terms of this Note and (iv) if unpaid on an Interest Date,
shall compound on such Interest Date. Interest shall be paid on such Interest Date in cash. Prior to the payment of Interest on
an Interest Date, Interest on this Note shall be payable by way of inclusion of the Interest in the Conversion Amount (as defined
below) on each Conversion Date (as defined below) in accordance with Section 3(b)(i) or upon any redemption in accordance with
Section 12 or any required payment upon any Bankruptcy Event of Default (as defined below).


 


3. CONVERSION OF NOTES. At any time
after the Issuance 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 Issuance 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.


 






    	 	2	 



     


    

 


(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”).


 


(i) “Conversion Amount”
means the sum of (x) 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, $9.20, subject to adjustment as provided herein. For the avoidance
of doubt, the Company and the Holder acknowledge and agree that the Conversion Price of the Note was established pursuant to Section
7(a) of the Original Note.


 


(c) Mechanics of Conversion.


 


(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 11:59 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, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant
to Rule 144 or an effective and available registration statement, in the form attached hereto as Exhibit II, of receipt
of such Conversion Notice to the Holder and the Company’s transfer agent (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 The Depository Trust
Company’s (“DTC”) Fast Automated Securities Transfer Program, 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, 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 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 two
(2) 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, after
the effective date of the Registration Statement (as defined in the Registration Rights Agreement) and prior to the Holder’s
receipt of the notice of a Grace Period (as defined in the Registration Rights Agreement), 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.


  





    	 	3	 



     


    

 





(ii) Company’s Failure to Timely
Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Deadline,
either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, 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, if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, 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 (as the case may be)
or (II) if 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 Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement
(x) so notify the Holder and (y) 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 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.


 






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(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.


 






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(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.


  


(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, including, without
limitation, the 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 or oral request
of the Holder, the Company shall within one (1) Business Day confirm orally and 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 or exercise (as the case may be) of the Notes or otherwise pursuant to the terms of the Notes 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 or exercise (as the case may be) of the Notes and otherwise pursuant to the terms of the Notes
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 holder
of Notes (each, an “Existing Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case
may be) of any Notes or otherwise pursuant to the terms of the Notes, 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 principal amount of Notes issued to (or held by, as
applicable) such Existing Buyer as of the Closing Date (as defined in the Securities Purchase Agreement) divided by (B) the aggregate
principal amount of all Notes issued to (or held by, as applicable) the Existing Buyers as of the Closing Date (with respect to
each Existing Buyer, the “Exchange Cap Allocation”). In the event that any Existing Buyer shall sell or otherwise
transfer any of such Existing Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Existing 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 an Existing Buyer’s Notes, the difference (if any) between such Existing Buyer’s Exchange Cap
Allocation and the number of shares of Common Stock actually issued to such Existing Buyer upon such Existing Buyer’s conversion
in full of such Existing Buyer’s Notes shall be allocated to the respective Exchange Cap Allocations of the remaining Existing
Buyers of Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Notes then held by each such Existing
Buyer. 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 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 Exchange Cap Shares, 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”);
provided, that no Exchange Cap Share Cancellation Amount shall be due and payable to the Holder to the extent that (x) on or prior
to the applicable Share Delivery Deadline, the Exchange Cap Allocation of a Holder is increased (whether by assignment by an Existing
Buyer of Notes or all, or any portion, of such Existing Buyer’s Exchange Cap Allocation or otherwise) (an “Exchange
Cap Allocation Increase”) and (y) after giving effect to such Exchange Cap Allocation Increase, the Company delivers
the applicable Exchange Cap Shares to the Holder (or its designee) on or prior to the applicable Share Delivery Deadline.


 






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(e) Right of Alternate Conversion.


 


 (i)               [Reserved].




 


(ii)             
Alternate Conversion Upon an Event of Default. At any time during an Event of Default Redemption Right Period (as
defined) (or, if any default or event of default has occurred under any Indebtedness of the Company or any of its Subsidiaries
(taking into account any grace period provided therein), any Event of Default Redemption Right Period that would be deemed to then
exist hereunder assuming the acceleration of such Indebtedness as of the date of initial occurrence of such default or event of
default thereunder, as applicable), regardless of whether the Holder has delivered an Event of Default Redemption Notice to the
Company, the Holder may, at the Holder’s option, (each, an “Alternate Event of Default Conversion”, and
the date of such Alternate Event of Default Conversion, each, an “Alternate Event of Default Conversion Date”)
all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Event of Default Conversion,
the “Alternate Event of Default Conversion Amount”) into shares of Common Stock at the applicable Alternate
Conversion Event of Default Price.


 


(iii)           
Mechanics of Alternate Event of Default Conversion. On any Alternate Event of Default Conversion Date, the Holder
may voluntarily convert any Alternate Event of Default Conversion Amount pursuant to Section 3(c) (with “Alternate Event
of Default Conversion Price” replacing “Conversion Price” for all purposes hereunder with respect to such Alternate
Event of Default Conversion and, solely with respect to the calculation of the number of shares of Common Stock issuable upon conversion
of any Conversion Amount in an Alternate Event of Default Conversion and with “Redemption Premium of the Event of Default
Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above with
respect to such Alternate Event of Default 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 Event of Default Conversion Price for such conversion; provided
that in the event of the Conversion Floor Price Condition, on the applicable Alternate Event of Default Conversion Date the Company
shall also deliver to the Holder the applicable Alternate Event of Default 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 Event of Default Conversion Amount to the Holder, such Alternate Event of Default 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).


 


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 (ix), (x) and (xi)
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 five (5) 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 five (5) days after the applicable Effectiveness
Deadline (as defined in the Registration Rights Agreement);


 






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(ii) 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 (A) failure to cure
a Conversion Failure or a Delivery Failure (as defined in the Warrants) 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) or (B) notice, written
or oral, to any holder of the Notes or Warrants, including, without limitation, by way of public announcement or through any of
its agents, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into shares of
Common Stock that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d), or a request
for exercise of any Warrants for shares of Common Stock in accordance with the provisions of the Warrants;


 


(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 (A) 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), and (B) the number of shares of Common Stock that
the Holder would be entitled to receive upon exercise in full of the Holder’s Warrants (without regard to any limitations
on exercise set forth in the Warrants);


 


(vi) the Company’s or any Subsidiary’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 two
(2) 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) days;


 






    	 	9	 



     


    

 


(viii) the occurrence of any default under,
redemption of or acceleration prior to maturity of at least an aggregate of $50,000 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;


 


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


 


(x) 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;


 


(xi) 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;


 






    	 	10	 



     


    

 


(xii) a final judgment or judgments for the
payment of money aggregating in excess of $50,000 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 $50,000 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;


 


(xiii) the Company and/or any Subsidiary,
individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect
to any Indebtedness in excess of $50,000 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 $50,000, which breach or violation permits the other party thereto
to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that
would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement
binding the Company or any Subsidiary, which default or event of default would or is likely to have a material adverse effect on
the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition)
or prospects of the Company or any of its Subsidiaries, individually or in the aggregate;


 


(xiv) 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 (other than representations or warranties subject to material adverse effect or materiality, which may not be breached
in any respect) or any covenant 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 two (2) consecutive Trading Days;


 


(xv) a false or inaccurate certification (including
a false or inaccurate deemed certification) by the Company as to whether any Event of Default has occurred;


 


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


 


(xvii) any Material Adverse Effect (as defined
in the Securities Purchase Agreement) occurs;


 






    	 	11	 



     


    

 


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


  


(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 one
(1) Business Day 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. 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 (regardless of whether such Event of Default has been cured on or prior to the Event of Default
Right Expiration Date) 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 product of (A) the Conversion Amount to be redeemed multiplied by (B)
the Redemption Premium 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 product of (1) the Redemption Premium multiplied
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 3(e), 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.


   






    	 	12	 



     


    

 


(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 (i) all outstanding Principal, accrued and unpaid Interest and accrued
and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption Premium, 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 satisfactory to the Holder and approved by the Holder 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) 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. 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. 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.


 






    	 	13	 



     


    

 


(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, 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 (w) the Change of Control
Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption
Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) 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 (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion
Amount being redeemed multiplied by (B) 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. 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.


 


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 Alternate Event
of Default 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). Notwithstanding anything herein to the contrary, this Section 6(a) shall not apply
to the issuance of any Excluded Securities.


 






    	 	14	 



     


    

 


(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 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, at the Holder’s option (i) 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) 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 satisfactory to the Holder. 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) [Reserved].


 


(b) 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(b) shall become effective immediately after the effective date of such subdivision or combination. If
any event requiring an adjustment under this Section 7(b) 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.


 


(c) [Reserved]


 





(d) [Reserved]


 






    	 	15	 



     


    

 


(e) Other Events. In the event that
the Company (or any Subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable,
would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this
Section 7 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith
determine and implement an appropriate adjustment in the Conversion Price so as to protect the rights of the Holder, provided that
no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as otherwise determined pursuant to this Section
7, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment
bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent
manifest error and whose fees and expenses shall be borne by the Company.


 


(f) 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.


  


8. REDEMPTIONS AT THE COMPANY’S
ELECTION.


 


(a) Company Optional Redemption.
At any time after the date hereof, the Company shall have the right to redeem all, but not less than all, of the Conversion Amount
then remaining under this Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption
Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note subject to redemption
pursuant to this Section 8(a) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”)
equal to the greater of (i) the Designated Redemption Percentage of the Conversion Amount being redeemed as of the Company Optional
Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the
Company Optional Redemption Date multiplied 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 Company Optional Redemption Notice Date and ending on the Trading
Day immediately prior to the date the Company makes the entire payment required to be made under this Section 8(a). The Company
may exercise its right to require redemption under this Section 8(a) by delivering a written notice thereof by facsimile or electronic
mail and overnight courier to all, but not less than all, of the holders of Notes (the “Company Optional Redemption Notice”
and the date all of the holders of Notes received such notice is referred to as the “Company Optional Redemption Notice
Date”). The Company may deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption
Notice shall be irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption
shall occur (the “Company Optional Redemption Date”) which date shall not be less than five (5) Trading Days
nor more than ten (10) Trading Days following the Company Optional Redemption Notice Date, and (y) state the aggregate Conversion
Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the other holders of
the Notes pursuant to this Section 8(a) (and analogous provisions under the Other Notes) on the Company Optional Redemption Date.
Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption Price is paid, in
full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant
to Section 3 . All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date shall reduce the
Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date. Redemptions made
pursuant to this Section 8(a) shall be made in accordance with Section 12 . In the event of the Company’s redemption of any
portion of this Note under this Section 9, 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 9 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. For
the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred
and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in its discretion.


 






    	 	16	 



     


    

 


(b) Pro Rata Redemption Requirement.
If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section 8(a), then it must simultaneously
take the same action with respect to all of the Other Notes.


 


9. INSTALLMENT REDEMPTIONS.


 


(a) General. On each of (I) April
1, 2020 and (II) the first Trading Day of each third calendar month thereafter until, but not including, the Maturity Date (each,
an “Installment Date”), the Company shall redeem the applicable Installment Amount for such Installment Date,
in cash, at a redemption price equal to (x) if during an Event of Default Redemption Right Period, 125% or (y) otherwise, 100%,
as applicable of such Installment Amount (each, and “Installment Redemption Price”). Notwithstanding anything
herein to the contrary, at any time prior to the date the Installment Redemption Price is paid, in full, the Installment Amount
may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3 . Redemptions made pursuant
to this Section 9 shall be made in accordance with Section 12 . In the event the Holder elects to convert all or any portion of
the Installment Amount prior to the applicable Installment Date as set forth in the immediately preceding sentence, the Installment
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. In the event of the Company’s redemption of any portion of this Note under this Section
9 , 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 9 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.


 


(b) Deferred Installment Amount.
Notwithstanding any provision of this Section 9 to the contrary, the Holder may, at its option and in its sole discretion, deliver
a written notice to the Company no later than the Trading Day immediately 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 9(b) shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall
now be payable. Holder and the Company hereby acknowledge and agree that Holder has elected to defer the Installment Amount due
and payable on April 1, 2020 pursuant Section 9(a) above until July 1, 2020.


 


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 Issuance 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 200% of the number of shares of Common Stock as shall from
time to time be necessary to effect the conversion, including, without limitation, Alternate Event of Default Conversions, 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 Alternate Event of Default 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 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 sixty (60) 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 within five (5) Business Days after the Company’s receipt of such notice otherwise. The Company shall
deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional Redemption Date.
The Company shall deliver the applicable Installment Redemption Price to the Holder in cash on the applicable Installment 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 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, and in each case the principal amount
of this Note or such new Note (as the case may be) shall 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 12 , if applicable) minus (2) the Principal portion
of the Conversion Amount submitted for redemption. 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 Wyoming Business
Corporation Act) 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 (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness of the Company
and its Subsidiaries.


 


(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).


 


(c) Existence of Liens. The Company
shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer to exist any mortgage,
lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract
rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.


 


(d) 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 the Notes) whether
by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness if at the time such payment
is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred
and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has
occurred and is continuing.


 


(e) Restriction on Redemption and Cash
Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,
repurchase or declare or pay any cash dividend or distribution on any of its capital stock.


 


(f) Restriction on Transfer of Assets.
The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, sell, lease, license,
assign, transfer, spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary
owned or hereafter acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases,
licenses, assignments, transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries
in the ordinary course of business consistent with its past practice and (ii) sales of inventory and product in the ordinary course
of business.


 






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(g) Maturity of Indebtedness. The
Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, permit any Indebtedness
of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity Date.


 


(h) 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.


 


(i) Preservation of Existence, Etc. The
Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges,
and become or remain, and cause each of its Subsidiaries to 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.


 


(j) Maintenance of Properties, Etc. The
Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are
necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted,
and comply, and cause each of its Subsidiaries to 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.


 


(k) Maintenance of Intellectual Property.
The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to maintain all of the Intellectual
Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries that are necessary
or material to the conduct of its business in full force and effect.


   


(l) Maintenance of Insurance. The
Company shall maintain, and cause each of its Subsidiaries to 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.


 


(m) Transactions with Affiliates.
The Company shall not, nor shall it permit any of its Subsidiaries to, 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 in the ordinary course of
business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its
business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable
arm’s length transaction with a Person that is not an affiliate thereof.


 






    	 	20	 



     


    

 


(n) 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 or the Warrants.


 


(o) Independent Investigation. At
the request of the Holder either (x) at any time when an Event of Default has occurred and is continuing, (y) upon the occurrence
of an event that with the passage of time or giving of notice would constitute an Event of Default or (z) at any time the Holder
reasonably believes an Event of Default may have occurred or be continuing, 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,
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.


  


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 Alternate Event of Default 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).


 






    	 	21	 



     


    

 


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
Holder shall be required for any change, waiver or amendment to this Note.


 


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.


  


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.


 


(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.


 






    	 	22	 



     


    

 


(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 the same rights and conditions
as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note,
from the Issuance 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 actual
and consequential 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 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 ).


   


20. PAYMENT OF COLLECTION, ENFORCEMENT
AND OTHER COSTS. If (a) 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 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, 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.


  






    	 	23	 



     


    

 


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 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 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).


   


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 Alternate Event of Default 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 (A) if by the Company, within two (2) Business Days after
the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder at any time after the Holder 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 Alternate Event of Default 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 may, at its sole option, select an independent, reputable investment bank, reasonably acceptable to the Company, to
resolve such dispute.


 






    	 	24	 



     


    

 


(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).


  


(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 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 is authorized to apply for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel
compliance with this Section 23 , (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to (A)
whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 7(a) , (B) the consideration per
share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance or
sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities and (D) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security, (iii) 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, (iv) the Holder (and only the Holder), 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 (v) 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 ).


 






    	 	25	 



     


    

 


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) immediately 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 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.


 


(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, 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 at the Default Rate 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”).


 






    	 	26	 



     


    

 


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 Exchange Agreement.


   


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. THE COMPANY
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:


 






    	 	27	 



     


    

 


(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.


 


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.


   






    	 	28	 



     


    

 


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


 


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



 


		(b)	“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.



 


		(c)	“Alternate Event of Default Conversion Percentage” means, with respect to any given Alternate Event of Default
Conversion, (i) if such Alternate Event of Default Conversion is an Alternate Event of Default Conversion as a result of either
a Bankruptcy Event of Default or an Event of Default arising under Section 4(a)(vi) above, 75%, or (ii) if such Alternate Event
of Default Conversion is an Alternate Event of Default Conversion (excluding a Bankruptcy Event of Default or Event of Default
arising under Section 4(a)(vi) above), 80%.



 


		(d)	“Alternate Event of Default 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 Event of Default Conversion Date and (II) the applicable Alternate Event of Default 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 Event of Default 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
Event of Default Conversion, by (y) the applicable Alternate Event of Default Conversion Price without giving effect to clause
(x) of such definition.



 


		(e)	“Alternate Event of Default Conversion Price” means, with respect to a particular date of determination,
the greater of (x) the Floor Price and (y) the lower of (i) the Conversion Price then in effect, and (ii) Alternate Event of Default
Conversion Percentage of the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including
the Trading Day immediately prior to the applicable Conversion Date. All such determinations to be appropriately adjusted for any
stock split, stock dividend, stock combination or other similar transaction during any such measuring period (such period, the
 “Alternate Event of Default Conversion Measuring Period”). 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 Event of Default Conversion Measuring Period.



 


		(f)	“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors
of the Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to
purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity
as such.



 






    	 	29	 



     


    

 


		(g)	“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.



 


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



 


		(i)	“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.



 


		(j)	“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.



 


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



 


		(l)	“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.



 






    	 	30	 



     


    

 


		(m)	“Closing Date” shall have the meaning set forth in the Exchange Agreement, which date is the date the Company
initially issued Notes pursuant to the terms of the Exchange Agreement.



 


		(n)	“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.



 


		(o)	“Conversion Floor Price Condition” means that the relevant Alternate Event of Default Conversion Event of
Default Price is being determined based on clause (x) of such definition.



 


		(p)	“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.



 


		(q)	“Designated Redemption Percentage” means (x) during the forty-five (45) calendar day period commencing on,
and including, the initial Issuance Date, 100%, and (y) thereafter, 115%.



 


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



 


		(s)	“Exchange Agreement” means the Exchange Agreement, dated as of March 24, 2020, by and among the Company
and the Holder.



 


		(t)	“Excluded Securities” means shares of Common Stock issuable upon conversion of shares of preferred stock
issuable upon exercise of options to purchase preferred stock originally issued on September 28, 2016 as described in the SEC Documents
and as may be amended from time to time.



 






    	 	31	 



     


    

 


		(u)	“Floor Price” means $1.84, subject to adjustment for stock splits, stock dividends, stock combinations,
recapitalizations or other similar events.



 


		(v)	“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 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 (v) reorganize, recapitalize or reclassify its Common Stock, (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.



 






    	 	32	 



     


    

 


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



 


		(x)	“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.



 


		(y)	“Holder Pro Rata Amount” means a fraction (i) the numerator of which is the original Principal amount of
this Note on the 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 on the Closing Date.



 


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



 


		(aa)	“Installment Amount” means the sum of (A) the lesser of (x) 12.5% of the Principal Amount and (y) the Principal
amount then outstanding under this Note as of such Installment Date (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
9(b) and included in such Installment Amount in accordance therewith, and (C) in each case of clauses (A) and (B) above, the sum
of any accrued and unpaid Interest as of such Installment Date under this 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 the each unpaid Installment Amount hereunder.



 


		(bb)	“Interest Date” means, with respect to any given calendar month, (x) the first Trading Day of such calendar
month and (y) if applicable, the Maturity Date.



 


		(cc)	“Maturity Date” shall mean March 1, 2022; 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.



 






    	 	33	 



     


    

 


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



 


		(ee)	“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.



 


		(ff)	“Permitted Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness
existing as of the Subscription Date, (iii) Indebtedness secured by Permitted Liens or unsecured but as described in clauses (iv)
and (v) of the definition of Permitted Liens and (iv) Indebtedness in which the proceeds thereof, in whole or in part, redeems
and pays in full this Note and all of the Other Notes then outstanding in accordance herewith and therewith.



 


		(gg)	“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith
by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in
the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good
faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries
to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or
lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely
to the property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness
in an aggregate amount not to exceed $50,000, (v) Liens incurred in connection with the extension, renewal or refinancing of the
Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement Lien
shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed
or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments
of custom duties in connection with the importation of goods, (vii) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 4(a)(xii) and (viii) Liens incurred in connection with clause (ii) of the definition
of Permitted Indebtedness prior to the Subscription Date.



 






    	 	34	 



     


    

 


		(hh)	“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.



 


		(ii)	“Principal Market” means the Nasdaq Capital Market.



 


		(jj)	“Redemption Notices” means, collectively, the Event of Default Redemption Notices, the Company Optional
Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”



 


		(kk)	“Redemption Premium” means 125%.



 


		(ll)	“Redemption Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption
Prices, the Installment Redemption Prices and the Company Optional Redemption Prices, and each of the foregoing, individually,
a “Redemption Price.”



 


		(mm)	“Registration Rights Agreement” means that certain registration rights agreement, dated as of March 11,
2019, 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 and exercise of the Warrants,
as may be amended from time to time.



 


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



 


		(oo)	“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of March 11,
2019, 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.



 


		(pp)	“Subscription Date” means March 11, 2019.



 


		(qq)	“Subsidiaries” shall have the meaning as set forth in the Securities Purchase Agreement.



 


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



 


		(ss)	“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.



 






    	 	35	 



     


    

 


		(tt)	“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.



 


		(uu)	“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 a.m., New
York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg through its “VAP” function (set to 09:30
start time and 16:00 end time) 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 a.m., New York
time, and ending at 4:00 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.



 


		(vv)	“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement or the Exchange Agreement,
as the case may be, and shall include all warrants issued in exchange therefor or replacement thereof, including, without limitation,
the Exchange Warrants.



 






    	 	36	 



     


    

 


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 simultaneously 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 the Securities Purchase Agreement.


 


[signature page follows]


   




    	 	37	 



     


    

 


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


 


	 	SHIFTPIXY, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


 


Senior Convertible Note - Signature Page 


	 
	 
	 
	 


 




    	 	38	 



     


    

 


EXHIBIT I 


 


SHIFTPIXY, INC.

CONVERSION NOTICE


 


Reference is made to the Senior Convertible Note (the “Note”)
issued to the undersigned by ShiftPixy, Inc., a Wyoming 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, $0.0001 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:	 	 


 


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.


 


 ̈ If this Conversion
Notice is being delivered with respect to an Alternate Event of Default Conversion, check here if Holder is electing to use the
following Alternate Event of Default Conversion Price:____________


 


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.


 






    	 	39	 



     


    




 


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


 


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


 


	Issue to:	
         

         

	 	
         

         

	 	
         

         



 


o 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: 	 


   


 




    	 	40	 



     


    

 


Exhibit II


 


ACKNOWLEDGMENT


 


The Company hereby (a) acknowledges this Conversion Notice,
(b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold by the Holder either
(i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company of a customary 144 representation
letter) or (ii) an effective and available registration statement and (c) hereby directs _________________ to issue the above indicated
number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 20__ from the Company
and acknowledged and agreed to by ___________.


 


	 	SHIFTPIXY, INC.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


  



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