Exhibit 4.1


 





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.


 


[THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”).
PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), PATRICE LAUNAY, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN
DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY
REGULATION §1.1275-3(b)(1)(i). PATRICE LAUNAY MAY BE REACHED AT TELEPHONE NUMBER (888) 798-9100.


 


SHIFTPIXY, INC.


 


AMENDED AND RESTATED SENIOR CONVERTIBLE
NOTE


 


	Issuance Date: March 23, 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 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 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 the Securities Purchase
Agreement, dated as of the Subscription Date, by and among the Company and the investors (the “Buyers”) referred
to therein, as amended from time to time (collectively, the “Notes”, and such other Senior Convertible Notes,
the “Other Notes”). Certain capitalized terms used herein are defined in Section 30.


 






    	 	 	 



     


    

 


1. PAYMENTS OF PRINCIPAL. On the
Maturity Date, the Company shall pay to the Holder an amount in cash representing 110% of all outstanding Principal and accrued
and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 23(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 was issued with
original issue discount as described in the Securities Purchase Agreement. 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 11 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.


 






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(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.


 


(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 17(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 17(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. 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.


 






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(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.


 






    	 	4	 



     


    

 


(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 17, 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.


 






    	 	5	 



     


    

 


 


(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 22.


 


(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 9.99% (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.


 






    	 	6	 



     


    

    


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);


 


(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));


 






    	 	7	 



     


    

 


(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 10(b) below, at any time following the tenth (10th)
consecutive day that the Holder’s Authorized Share Allocation (as defined in Section 10(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;


 






    	 	8	 



     


    

 


(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;


 


(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;


 






    	 	9	 



     


    

 


(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;


 






    	 	10	 



     


    

 


(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 13 of this Note;


 


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


 


(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 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 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 11. 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 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.


 






    	 	11	 



     


    

 


(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 14, 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.


 






    	 	12	 



     


    

   


(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 11 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 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.


 






    	 	13	 



     


    

   


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) 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.


 


(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.


 






    	 	14	 



     


    

   


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 14, 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) Stock Combination Event
Adjustments. If at any time and from time to time on or after the Subscription Date there occurs any stock split, stock dividend,
stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination
Event,” and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less
than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b) above), then on the sixteenth (16th)
Trading Day immediately following such Stock Combination Event Date, the Conversion Price then in effect on such sixteenth (16th)
Trading Day (after giving effect to the adjustment in Section 7(b) above) shall be reduced (but in no event increased) to the Event
Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an
increase in the Conversion Price hereunder, no adjustment shall be made.


 


(e) [Reserved]


   


(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.


 






    	 	15	 



     


    

  


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 11. 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. 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.


 


10. 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 of all of the Notes then outstanding (without regard to any limitations
on conversions and assuming such Notes remain outstanding until the Maturity Date) at the Conversion Price then in effect (the
 “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the
number of shares so reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount
of the Notes held by each holder on the 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.


 






    	 	17	 



     


    

 


(b) Insufficient Authorized
Shares. If, notwithstanding Section 10(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 10(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
10(a) or this Section 10(b) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






    	 	18	 



     


    

 


11. 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. 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
17(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 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 17(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 11, 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.


 


(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.


 


12. 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.


 


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


 






    	 	19	 



     


    

 


(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.


 


(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.


 






    	 	20	 



     


    

 


(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.


 






    	 	21	 



     


    

 


(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.


 


14. 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) 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).


 






    	 	22	 



     


    

 


15. 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.


 


16. 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.


 


17. 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 17(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 17(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 17(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 17(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.


 






    	 	23	 



     


    

 


(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 17(a) or Section 17(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.


 


18. 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).


 






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19. 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.


 


20. 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.


 


21. 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 21 shall permit any waiver of any provision
of Section 3(d).


 


22. 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, a Black Scholes Consideration Value, 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 Black Scholes Consideration Value, 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.


 






    	 	25	 



     


    

 


(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 22 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 22 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 22, (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 22 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 22 and (v) nothing in this Section 22 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 22).


 






    	 	26	 



     


    

 


23. 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).


 






    	 	27	 



     


    

 


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


 


24. 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.


 


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


 


26. 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 22 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 22. 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	 



     


    

 


27. 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 27 referred to as the “Judgment Currency”) an
amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately
preceding:


 


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


 


(ii) the date on which the
foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion
is made pursuant to this Section 27(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 27(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.


 


28. 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).


 






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29. 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.


 


30. 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)                 
“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.


 


(d)                 
“Black Scholes Consideration Value” means the value of the applicable Option or Convertible Security
(as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the
 “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common
Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to
the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S.
Treasury rate for a period equal to the remaining term of such Option or Convertible Security (as the case may be) as of the date
of issuance of such Option or Convertible Security (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing
a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option or Convertible
Security (as the case may be).


 






    	 	30	 



     


    

 


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


 


(f)                  
“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.


 


(g)                 
“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.


 


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


 


(i)                  
“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 22. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 






    	 	31	 



     


    

 


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


 


(k)             
     “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.


 


(l)                  
“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.


 


(m)                “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%.


 


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


 


(o)                
“Event Market Price” means, with respect to any Stock Combination Event Date, the quotient determined
by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common
Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth
(16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).


 


(p)                
“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.


 






    	 	32	 



     


    

 


(q)                
“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.


 






    	 	33	 



     


    

 


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


 


(s)                
“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.


 


(t)                 
“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.


 


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


 


(v)                
“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.


 


(w)               
“Maturity Date” shall mean September 12, 2020; 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.


 


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


 


(y)                
“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.


 


(z)                
“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.


 






    	 	34	 



     


    

 


(aa)              
“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.


 


(bb)             
“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.


 






    	 	35	 



     


    

 


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


 


(dd)             
“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.”


 


(ee)              
“Redemption Premium” means 125%.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	 	36	 



     


    

 


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


 


(mm)            
“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.


 


(nn)             
“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.


 


(oo)             
“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 22. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.


 


(pp)             
“Warrants” has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include
all warrants issued in exchange therefor or replacement thereof.


 






    	 	37	 



     


    

 


31. 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 31 shall limit any obligations of the Company, or any rights of the Holder, under the Securities Purchase Agreement.


 


[signature page follows]


 






    	 	38	 



     


    

 


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


 




    	 	39	 



     


    

 


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:
	 





 


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.


 






    	 	40	 



     


    

  


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:


 






    	 	41	 



     


    

 


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:	 	 


 






    	 	42