Exhibit 4.1


 





 NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


Original Due Date: May 31, 2022


 


Principal Amount: $2,500,000


 


AMENDED AND RESTATED UNSECURED CONVERTIBLE
NOTE

DUE MAY 31, 2022


 


THIS CONVERTIBLE NOTE
is a duly authorized and validly issued Note of XPRESSPA GROUP, INC., a Delaware corporation, (the “Borrower”),
having its principal place of business at 254 West 31st Street, 11th Floor, New York, New York 10001, due May
31, 2022 (the “Note”).


 


FOR VALUE RECEIVED,
Borrower promises to pay to Calm.com, Inc., a Delaware corporation, or its registered assigns (the “Holder”), with
an address at: 77 Geary Street, 3rd Floor, San Francisco, CA 94108, or shall have paid pursuant to the terms hereunder,
the principal sum of two million five hundred thousand Dollars ($2,500,000) on May 31, 2022 (the
 “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder,
and to pay interest, if any, to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance
with the provisions hereof.


 


This Note is subject
to the following additional provisions:


 


Section 1.    Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(e).


 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding
under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
or similar law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any
Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered,
(d) Borrower or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its
property that is not discharged or stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof
makes a general assignment for the benefit of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors
with a view to arranging a composition, adjustment or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by
any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any
corporate or other action for the purpose of effecting any of the foregoing.


 


“Base
Conversion Price” shall have the meaning set forth in Section 5(b).


 






     


     


    

 


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


 


“Buy-In”
shall have the meaning set forth in Section 4(c)(v).


 


“Change
of Control Transaction” means, other than by means of conversion or exercise of the Note and the Securities issued together
with the Note, the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
through legal or beneficial ownership of capital stock of Borrower, by contract or otherwise) of in excess of 50% of the voting
securities of Borrower, (b) Borrower merges into or consolidates with any other Person, or any Person merges into or consolidates
with Borrower and, after giving effect to such transaction, the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of Borrower or the successor entity of such transaction, (c) Borrower sells or
transfers all or substantially all of its assets to another Person and the stockholders of Borrower immediately prior to such transaction
own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at
one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by
a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who
are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority
of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement
to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Shares” means, collectively, the shares of Series E Preferred Stock issuable upon conversion of this Note in accordance
with the terms hereof.


 


“Dilutive
Issuance” shall have the meaning set forth in Section 5(e).


 


“Equity
Conditions” means, during the period in question, (a) Borrower shall have duly honored all conversions scheduled to occur
or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required,
if any, (b) Borrower shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of this
Note and the other Transaction Documents, (c) (i) there is an effective registration statement pursuant to which the Holders are
permitted to utilize the prospectus thereunder to resell all of the Underlying Common Shares (and Borrower believes, in good faith,
that such effectiveness will continue uninterrupted for the foreseeable future), or (ii) all of the Underlying Common Shares (and
shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions
or current public information requirements as confirmed by counsel to Borrower in a written opinion letter to such effect, addressed
and acceptable to the Borrower’s Transfer Agent and the affected Holders, (d) the Common Stock is trading on the Nasdaq Capital
Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market
(and Borrower believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the
foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Series E
Preferred Stock and Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f)
an Event of Default has not occurred, whether or not such Event of Default has been cured (other than an Event of Default set forth
in clause (xv) of the definition of Event of Default which has been cured), (g) there is no existing event which, with the passage
of time or the giving of notice, would constitute an Event of Default, (h) there has been no public announcement of a pending or
proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not
in possession of any information provided by Borrower that constitutes, or may constitute, material non-public information and
(j) a Public Information Failure is not pending.


 






     


     


    

 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(d).


 


“Interest
Payment Date” shall have the meaning set forth in Section 2(a).


 


“Mandatory
Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of this Note divided by the
Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if demand or notice is required to create an
Event of Default) or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date
the Mandatory Default Amount is either (x) demanded (if demand or notice is required to create an Event of Default) or otherwise
due or (y) paid in full, whichever has a higher VWAP, or (ii) 120% of the outstanding principal amount of this Note and (b) all
other amounts, costs, expenses and liquidated damages due in respect of this Note.


 


“New
York Courts” shall have the meaning set forth in Section 10(d).


 


“Note
Register” shall have the meaning set forth in Section 2(c).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of the Note, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Per
Common Share Conversion Price” means $0.175.


 


“Permitted
Indebtedness” means (a) any unsecured liabilities for borrowed money or amounts owed ranking pari passu or junior to
this Note not in excess of $1,000,000 in the aggregate (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same
are or should be reflected in the Borrower’s consolidated balance sheet (or the notes thereto) not affecting more than $1,000,000
in the aggregate, except guaranties, endorsements and other contingent obligations in respect of letters of credit, bank guarantees
or similar instruments in the ordinary course of business relating to leases which shall not be subject to the $1,000,000 threshold
set forth in this clause (b) above; (c) the present value of any lease payments due under leases entered into in the ordinary course
of business required to be capitalized in accordance with GAAP; (d) purchase money indebtedness incurred after the date of this
Agreement in connection with the acquisition of capital assets up to the purchase price of such assets; (e) any liabilities for
borrowed money which in the aggregate with all Indebtedness under this clause (e) and clause (f) does not exceed $11,000,000 in
aggregate principal amount, and which, for the avoidance of doubt, shall include the Senior Indebtedness; provided,
that any Indebtedness incurred under this clause (e) after the date hereof shall be unsecured and shall rank pari passu or
junior to this Note; (f) any liabilities for borrowed money secured by the credit card receipts of the location or locations to
which American Express or any other nationally recognized credit company extends credit, which shall not in the aggregate with
all Indebtedness under clause (e) and this clause (f) exceed $11,000,000 in aggregate principal amount; (g) Indebtedness incurred
in connection with the construction and development of new XpresSpa locations, provided that (i) such Indebtedness is secured only
by the assets of the Subsidiary which owns and/or operates such location and only in the assets of such location, and (ii) the
Indebtedness is not guaranteed by the Borrower or any other Subsidiary of the Borrower; and (h) Indebtedness incurred in connection
with the Purchase Agreement and this Note.


 






     


     


    

 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Borrower)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Borrower’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Borrower’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of Borrower and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Liens,
and (c) Liens existing on the date hereof incurred in connection with Permitted Indebtedness under clause (b) and clause (e) thereunder,
(d) Liens incurred in connection with Permitted Indebtedness under clause (c) thereunder provided that such Liens are not secured
by assets of the Borrower or its Subsidiaries other than the assets so acquired or leased, (e) Liens incurred in connection with
Permitted Indebtedness under clause (f) of the definition of “Permitted Indebtedness,” provided that such Liens are
not secured by assets of the Borrower or its Subsidiaries other than the credit card receipts of the location or locations to which
a credit card company extends credit, (f) Liens incurred in connection with the construction, development and/or remodeling of
existing XpresSpa locations, provided that such Liens only relate to the assets of the Subsidiary which owns and/or operates such
location and only in the assets of such location with respect to such construction, development and/or remodeling, (g) Liens to
the extent arising solely from the filing of protective Uniform Commercial Code financing statements in respect of equipment leased
to the Borrower or any Subsidiary in the ordinary course of its business under true, as opposed to finance, leases, only up to
the value of such leased equipment, (h) Liens securing the performance of bids, trade contracts, leases, statutory obligations,
surety and appeal bonds, performance bonds, and other obligations of like nature, in each case in the ordinary course of business,
(i) any interest or title of a lessor of real property secured by a lessor’s interest in such real property under any lease,
(j) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property
or interfere with the ordinary conduct of business, and (k) Liens incurred in connection with Permitted Indebtedness under clause
(g) of the definition of “Permitted Indebtedness,” provided that such Liens are not secured by assets of the Borrower
or its Subsidiaries other than the assets of the Subsidiary which owns such location and only in the assets of such location.


 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of July 8, 2019 among Borrower and the original Holder,
as amended, modified or supplemented from time to time in accordance with its terms.


 


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


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii)).


 


“Series
E COD” means the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred
Stock, as amended.


 


“Stated
Value” means the Stated Value of the Series E Preferred Stock and shall have the meaning set forth in the Series E COD.
For the avoidance of doubt, as of the date hereof, the Stated Value is equal to $3.10 per share.


 


“Subsequent
Financing” means the closing of an offering of the Borrower’s Common Stock, preferred stock, other equity or debt,
in one or more tranches upon which the Borrower receives gross cash proceeds of ten million dollars or more.


 


“Successor
Entity” shall have the meaning set forth in Section 5(e).


 


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


 






     


     


    

 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of the foregoing).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if any of the NASDAQ markets or exchanges is not
a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC
Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the
Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock
on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holder and reasonably acceptable to Borrower, the fees and expenses of which shall be paid by Borrower.


 


Section 2.      Interest,
Payment and General Provisions.


 


(a)       Interest
in Cash or in Kind. Holder shall be entitled to receive, and Borrower shall pay, cumulative interest on the outstanding principal
amount of this Note compounded monthly at the annual rate of five percent (5%) (as subject to increase as set forth in this Note)
from the Original Issue Date through the Maturity Date. Interest shall be payable in arrears on the last day of each February,
May, August and November during the period beginning on the Original Issue Date and ending on, and including, the Maturity Date
(each an “Interest Payment Date”). Interest shall be payable on each Interest Payment Date in cash, or at the
election of the Borrower, such interest may be paid in duly authorized, validly issued, fully paid and non-assessable shares of
Series E Preferred Stock, or a combination thereof (the amount to be paid in shares of Series E Preferred Stock, the “Interest
Share Amount”). If any Interest Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding
Trading Day. The Interest Share Amount will be determined by dividing the amount of interest on the subject Interest Payment Date
by the then applicable Conversion Price. The Holder shall have the same rights and remedies with respect to the delivery of any
such Interest Share Amount as if such shares were being issued pursuant to a voluntary conversion pursuant to Section 4(a). Borrower
must give Holder not less than five (5) Trading Days’ notice prior to an Interest Payment Date of Borrower’s intention
to pay interest as an Interest Share Amount in lieu of cash. Borrower may not pay interest by delivery of an Interest Share Amount
without the consent of the Holder in the event that the Equity Conditions are not in effect on each day commencing ten (10) Trading
Days prior to the relevant Interest Payment Date through the date the Interest Share Amount is delivered to the Holder or if a
Public Information Failure has occurred during such period.


 


(b)       Maturity
Date Payment. On the Maturity Date, the Holder shall surrender the Note to Borrower and Borrower shall pay to the Holder an
amount in cash representing the outstanding principal balance of this Note plus any accrued and unpaid interest plus any
other amounts owing under this Note other than principal and interest, including fees and damages, if any.


 


(c)       Payment
Grace Period. The Borrower shall not have any grace period to pay any monetary amounts due under this Note.


 


(d)       Conversion
Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the date hereof
and until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full on the
Maturity Date, unless previously converted into Common Stock in accordance with Section 4 hereof.


 






     


     


    

 


(e)       Application
of Payments. Interest on this Note shall be calculated on the basis of a 360-day year and actual number of days elapsed. Payments
made in connection with this Note shall be applied first to amounts due hereunder other than principal and interest, thereafter
to interest and finally to principal.


 


(f)       Manner
and Place of Payment. Principal and interest on this Note and other payments in connection with this Note shall be payable
at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds
without set-off, deduction or counterclaim. Upon assignment of the interest of Holder in this Note, Borrower shall instead make
its payment pursuant to the assignee’s instructions upon receipt of written notice thereof. Except as set forth herein, this
Note may not be prepaid or mandatorily converted without the consent of the Holder.


 


Section 3.      Registration
of Transfers and Exchanges.


 


(a)       Different
Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


(b)       Investment
Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in
the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal
and state securities laws and regulations.


 


(c)       Reliance
on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such agent shall
be affected by notice to the contrary.


 


Section 4.      Conversion.


 


(a)       Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note, including interest
accrued hereon, shall be convertible, in whole or in part, into shares of Series E Preferred Stock at the option of the Holder,
at any time and from time to time. The Holder shall effect conversions by delivering to Borrower a Notice of Conversion, the form
of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein
the principal amount of this Note and accrued interest, if any, to be converted and the date on which such conversion shall be
effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the
Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder,
the Holder shall not be required to physically surrender this Note to Borrower unless the entire principal amount of this Note
has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in
an amount equal to the applicable conversion. The Holder and Borrower shall maintain records showing the principal amount(s) converted
and the date of such conversion(s). Borrower may deliver an objection to any Notice of Conversion within one (1) Business Day of
delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling
and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledges
and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and
unconverted principal amount of this Note may be less than the amount stated on the face hereof.


 


(b)       Conversion
Price. The conversion price for the principal and interest, if any, in connection with voluntary conversions by the Holder
shall be equal to $3.10, subject to adjustment herein (the “Conversion Price”). 


 


(c)       Mechanics
of Conversion.


 


(i)       Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall
be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted plus accrued
interest, if any, elected by the Holder to be converted by (y) the Conversion Price.


 






     


     


    

 


(ii)       Delivery
of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery
Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates (or book entry
entitlements recorded in the books and records of the Transfer Agent) representing the number of Conversion Shares being acquired
upon such conversion of all or part of this Note.


 


(iii)       Failure
to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates (or book entry entitlements)
are not delivered to or as directed by the Holder by the Share Delivery Date, the Holder shall be entitled to elect by written
notice to Borrower at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which
event Borrower shall promptly return to the Holder any original Note delivered to Borrower and the Holder shall promptly return
to Borrower the Common Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.


 


(iv)       Obligation
Absolute; Partial Liquidated Damages. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any
Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or
alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by
the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower
to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery
shall not operate as a waiver by Borrower of any such action Borrower may have against the Holder. In the event the Holder of this
Note shall elect to convert any or all of the outstanding principal amount hereof, Borrower may not refuse conversion based on
any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement
or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all
or part of this Note shall have been sought and obtained, and Borrower posts a surety bond for the benefit of the Holder in the
amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the
Holder to the extent it obtains judgment. In the absence of such injunction, Borrower shall issue Conversion Shares or, if applicable,
cash, upon a properly noticed conversion. If Borrower fails for any reason to deliver to the Holder such certificate or certificates
(or book entry entitlements) pursuant to Section 4(c)(ii)) by the Share Delivery Date, Borrower shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing
to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages being to accrue) for each Trading
Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall
limit Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section
hereof or under applicable law.


 






     


     


    

 


(v)       Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder,
if Borrower fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant
to Section 4(c)(ii)), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Holder or Holder’s brokerage firm otherwise purchases, shares of Common Stock to
deliver in satisfaction of a sale by the Holder of Underlying Common Shares in respect of Conversion Shares which the Holder was
entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then Borrower shall
(A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by
which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds
(y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion
at issue (after giving effect to the further conversion of the Conversion Shares into shares of Common Stock in accordance with
the terms of the Series E Preferred Stock) multiplied by (2) the actual sale price at which the sell order giving rise to such
purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if
surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion
shall be deemed rescinded) or deliver to the Holder the number of shares of Series E Preferred Stock that would have been issued
if Borrower had timely complied with its delivery requirements under Section 4(c)(ii)). For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect
to which the actual sale price of the Underlying Common Shares in respect of Conversion Shares (including any brokerage commissions)
giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, Borrower
shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable to
the Holder in respect of the Buy-In and, upon request of Borrower, evidence of the amount of such loss. Nothing herein shall limit
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 Borrower’s failure to timely deliver certificates
representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.


 


(vi)       Reservation
of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Series E Preferred Stock for the sole purpose of issuance upon conversion of this Note as herein provided,
and shares of Common Stock for the sole purpose of issuance upon further conversion of the Conversion Shares in accordance with
the terms of the Series E Preferred Stock, in each case, free from preemptive rights or any other actual contingent purchase rights
of Persons other than the Holder, not less than 100% of the aggregate number of shares of the Series E Preferred Stock as shall
(subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and
restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note plus interest
which has accrued and would accrue on such principal amount assuming such principal amount was not converted through the Maturity
Date. Borrower covenants that all shares of Series E Preferred Stock and Common Stock that shall be so issuable shall, upon issue,
be duly authorized, validly issued, fully paid and nonassessable.


 


(vii)       Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to
any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion
Price or round up to the next whole share.


 


(viii)      Transfer
Taxes and Expenses. The issuance of certificates (or book entry entitlements) for shares of the Series E Preferred Stock on
conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be
payable in respect of the issue or delivery of such certificates, provided that, Borrower shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in
a name other than that of the Holder of this Note so converted and Borrower shall not be required to issue or deliver such certificates
unless or until the Person or Persons requesting the issuance thereof shall have paid to Borrower the amount of such tax or shall
have established to the satisfaction of Borrower that such tax has been paid. Borrower shall pay all Transfer Agent fees required
for same-day processing of any Notice of Conversion.


 






     


     


    

 


(d) Conversion Limitations.
The Borrower shall not effect, and Holder shall not have the right to convert, any portion of the Conversion Shares issued in connection
with this Note, to the extent that after giving effect to the conversion set forth on the applicable notice of conversion of the
Conversion Shares into Common Stock, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group
together with the Holder or any of the Holder’s Affiliates, collectively, together with Holder, the “Holder Group”)
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder Group shall include the number of shares of Common Stock
issuable upon conversion of the Conversion Shares with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this
Note into Conversion Shares and subsequent conversion into Common Stock beneficially owned by the Holder Group and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Borrower subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder Group. Except as set forth in the preceding
sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies,
the determination of whether the Series E Preferred Stock issued in connection with this Note is convertible (in relation to other
securities owned by the Holder Group) and of which amount of Conversion Shares is convertible into Common Stock, shall be in the
sole discretion of the Holder, and the submission of a notice of conversion of Conversion Shares into Common Stock shall be deemed
to be the Holder’s determination of whether such Conversion Shares may be converted (in relation to other securities owned
by the Holder Group) and which amount of Conversion Shares is convertible, in each case subject to the Beneficial Ownership Limitation.
To ensure compliance with this restriction, the Lender will be deemed to represent to the Borrower each time it delivers a notice
of conversion of Conversion Shares into Common Stock that such notice of conversion has not violated the restrictions set forth
in this paragraph and Borrower shall not have any obligation to verify or confirm the accuracy of such determination. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of
the following: (i) Borrower’s most recent periodic or annual report filed with the Securities and Exchange Commission, as
the case may be, (ii) a more recent public announcement by Borrower or (iii) a more recent written notice by Borrower or Borrower’s
transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, Borrower
shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of Holder, including the conversion of any Conversion Share issued in connection with this Note, by the Holder Group
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of any shares
of Common Stock upon conversion of Conversion Shares into Common Stock as requested by the Holder in a notice of conversion. The
Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than 61 days’ prior notice
to the Borrower, may increase the Beneficial Ownership Limitation provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of any shares
of Common Stock upon conversion of Conversion Shares into Common Stock as requested by the Holder in a notice of conversion and
the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be effective
until the 61st day after such notice is delivered to the Borrower and will apply only to the Holder Group, in the aggregate, and
shall not apply to any other Person. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 4(d) to the extent necessary to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein
or to make changes or supplements necessary or desirable to properly give effect to such limitation. No prior inability to convert
any portion of Conversion Shares issued in connection with this Note pursuant to this Section 4(d) shall have any effect on the
applicability of the provisions hereof with respect to any subsequent determination of ability to convert. The limitations contained
in this paragraph shall apply to a successor holder of this Note. Notwithstanding anything herein to the contrary, in no event
shall this Section 4(d) in any way limit the Borrower’s ability to pay any interest payable pursuant to this Note in Conversion
Shares pursuant to Section 2(a) herein.


 






     


     


    

 


Section 5.      Certain
Adjustments.


 


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


 


(b)       Subsequent
Equity Sales. In addition to the reductions of the Conversion Price described in Section 5(a), if, at any time while this Note
is outstanding, the Borrower or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right
to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any
Common Stock or Common Stock Equivalents entitling any Person to acquire Common Stock at an effective price per share that is lower
than the Per Common Share Conversion Price (such lower price, the “Base Conversion Price” and such issuances,
collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled
to receive Common Stock at an effective price per share that is lower than the Per Common Share Conversion Price, such issuance
shall be deemed to have occurred for less than the Per Common Share Conversion Price on such date of the Dilutive Issuance), then
the Conversion Price shall be reduced to equal the Base Conversion Price times 1.55 and the Per Common Share Conversion Price shall
be reduced to the Base Conversion Price, in each case subject to adjustment for reverse and forward stock splits and the like.
Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing,
no adjustment will be made under this Section 5(b) in respect of an Exempt Issuance. If the Borrower enters into a Variable Rate
Transaction despite the prohibition set forth in the Purchase Agreement, the Borrower shall be deemed to have issued Common Stock
or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The
Borrower shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common
Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes
of clarification, whether or not the Borrower provides a Dilutive Issuance Notice pursuant to this Section 5(b), upon the occurrence
of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price
on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price
in the Notice of Conversion.


 


(c)       Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) and (b) above, if at any time Borrower grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder 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 and further conversion
of such Conversion Shares into Common Stock (without regard to any limitations on conversion hereof) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 






     


     


    

 


(d)       Pro
Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend whether or
not permitted, or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be
entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had
held the number of shares of Common Stock acquirable upon complete conversion of this Note and further conversion of such Conversion
Shares into Common Stock (without regard to any limitations on conversion hereof) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution.


 


(e)       Fundamental
Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more related transactions,
effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly, effects any
sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or
a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by Borrower
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
Borrower, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property, (v) Borrower, directly or indirectly, in one or more related transactions consummates a
stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination)
(each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder shall have
the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of Borrower,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock acquirable upon complete conversion
of this Note and further conversion of such Conversion Shares into Common Stock immediately prior to such Fundamental Transaction.
For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of five (5) shares of Common Stock in
such Fundamental Transaction, and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are
given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.
Borrower shall cause any successor entity in a Fundamental Transaction in which Borrower is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of Borrower under this Note and the other Transaction Documents
(as defined in the Purchase Agreement) in accordance with the provisions of this Section 5(e) pursuant to written agreements in
form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which
is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable upon complete conversion of this Note and further conversion of such Conversion Shares
into Common Stock (without regard to any limitations on the conversion of this Note) prior to such Fundamental Transaction, and
with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this
Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such 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 “Borrower” shall refer instead to the Successor Entity), and may exercise every right and power of
Borrower and shall assume all of the obligations of Borrower under this Note and the other Transaction Documents with the same
effect as if such Successor Entity had been named as Borrower herein.


 






     


     


    

 


(f)       Voluntary
Adjustment by the Borrower. The Borrower may at any time during the term of this Note reduce the then current Conversion Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(g)       Calculations.
All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


(h)       Notice
to the Holder.


 


(i)        Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower shall
promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(ii)       Notice
to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all
or substantially all of the assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other
securities, cash or property or (E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up
of the affairs of Borrower, then, in each case, Borrower shall cause to be filed at each office or agency maintained for the purpose
of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note
Register, at least ten (10) Trading Days prior to the applicable record or effective date hereinafter specified, a notice stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure
to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required
to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the
date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


  


Section 6.     Prepayment
and Redemption. This Note may not be prepaid, redeemed or mandatorily converted without the consent of the Holder except as
follows:


 






     


     


    

 


(a)       Mandatory
Repayment Offer. In connection with a Subsequent Financing conducted pursuant to a Form S-3 registration statement, Borrower
shall, on a Trading Day, at least two (2) hours prior to Borrower’s receipt of the proceeds of such Subsequent Financing,
offer in writing (the “Offer Notice”) to the Holder the right to receive out of the net proceeds of such Subsequent
Financing to be applied in satisfaction of up to 100% of the then-outstanding Principal Amount and accrued but unpaid interest
designated by Holder. In connection with a Subsequent Financing not involving a Form S-3 registration statement, Borrower shall
provide the Offer Notice not later than five (5) Trading Days before the closing of the Subsequent Financing. Holder must notify
the Borrower within four (4) Trading Days of receipt of the Offer Notice if such Holder elects to exercise the right to receive
repayment out of the Subsequent Financing net proceeds. If Holder’s notice to elect to receive payment is received at least
one (1) Trading Day prior to the closing of the Subsequent Financing, the amount required to be paid to Holder must be paid to
Holder not later than the closing of the Subsequent Financing. If Holder’s notice to receive payment is not given to Borrower
at least one (1) Trading Day prior to the closing of the Subsequent Financing, then payment must be made to the Holder not later
than five (5) Trading Days after the closing of the Subsequent Financing.


 


(b)       Optional
Prepayment. If the VWAP of the Common Stock is equal to or greater than one hundred and fifty percent (150%) of the Conversion
Price then in effect for at least 20 consecutive Trading Days, including the Trading Day immediately preceding the date on which
Borrower provides the related Notice of Redemption (as defined below), Borrower will have the option of prepaying, in whole but
not in part, the outstanding Principal Amount of this Note (“Optional Redemption”) by paying to the Holder a
sum of money in cash equal to one hundred and ten percent (110%) of the Principal Amount to be redeemed, together with accrued
but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through
the Redemption Payment Date, as defined below (the “Redemption Amount”). The Borrower’s election to exercise
its right to prepay this Note must be by notice in writing (“Notice of Redemption”). The Notice of Redemption
shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date
certain not sooner than ten (10) Trading Days after Holder receives the Notice of Redemption (the “Redemption Period”).
In addition to the VWAP condition specified in the first sentence of this clause (b), a Notice of Redemption, if given, must be
given within two Trading Days following thirty (30) consecutive Trading Days during which all of the Equity Conditions have been
satisfied each day (other than the Equity Conditions set forth in clause (c) thereunder). A Notice of Redemption shall not be effective
with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, nor for
conversions initiated or made by the Holder during the Redemption Period. On the Redemption Payment Date, the Redemption Amount,
less any cash portion of the Redemption Amount against which the Holder has exercised its conversion rights, shall be paid to the
Holder in immediately available funds. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date
as set forth herein, then (i) such Notice of Redemption will, at the election of the Holder, be null and void, (ii) the Borrower
will not have the right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to
be a non-curable Event of Default. In the event the Equity Conditions cease to be satisfied prior to the payment of the Redemption
Amount, the Holder may, upon written notice to the Borrower at any time prior to the payment of the Redemption Amount, cancel the
Notice of Redemption.


 


Section 7.     Negative
Covenants. As long as any portion of this Note remains outstanding, unless the holders of at least 51% in principal amount
of the then outstanding Notes shall have otherwise given prior written consent. Borrower shall not, and shall not permit any of
the Subsidiaries to, directly or indirectly:


 


(a)       other
than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money
of any kind, including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter
acquired or any interest therein or any income or profits therefrom;


 


(b)       other
than Permitted Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of
its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;


 


(c)       other
than in connection with a reverse stock split approved by the Borrower’s stockholders, amend its charter documents, including,
without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;


 


(d)       repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common
Stock or Common Stock Equivalents other than at a de minimis price or as to the Conversion Shares as permitted
or required under the Transaction Documents;


 






     


     


    

 


(e)       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 Note and with respect to the Senior Indebtedness only with funds derived from clause (f) of the definition of Permitted
Indebtedness or with proceeds received from the sale of equity), whether by way of payment in respect of principal of (or premium,
if any) or interest on, such Indebtedness, the foregoing restriction shall also apply to Permitted Indebtedness from and after
the occurrence of an Event of Default; provided that after May 31, 2020, Borrower may make regularly scheduled
payments of interest and principal on the Rockmore Indebtedness in cash, if then-required to do so under the documents governing
the Rockmore Indebtedness;


 


(f)       declare
or make any dividend or other distribution of its assets or rights to acquire its assets to holders of shares of Common Stock,
by way of return of capital or otherwise including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, liquidation, distribution, preferential payments in connection with
any securities or debt issuances, corporate rearrangement, scheme of arrangement or other similar transaction;


 


(g)       issue
any Common Stock or Common Stock Equivalents prohibited by Section 4.13 of the Purchase Agreement;


 


(h)      enter
into any transaction with any Affiliate of Borrower which would be required to be disclosed in any public filing with the Commission,
unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors
of Borrower (even if less than a quorum otherwise required for board approval) other than any compensation as an employee or director
of the Borrower; or


 


(i)       enter
into any agreement with respect to any of the foregoing.


 


Section 8.      Events
of Default.


 


(a)       “Event
of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body):


 


(i)       any
default in the payment of (A) the principal or interest amount of this Note or (B) liquidated damages and other amounts owing to
Holder on the Note, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by
acceleration or otherwise) which default, solely in the case of a default under clause (B) above, is not cured within 3 Trading
Days after Borrower has become aware of such default;


 


(ii)       Borrower
shall fail to observe or perform any other covenant or agreement in all material respects contained in the Note (other than a breach
by Borrower of its obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed in clause
(ix) below) which failure is not cured, if possible to cure, within the earlier to occur of (A) 5 Trading Days after notice of
such failure sent by the Holder or by any Other Holder to Borrower and (B) 10 Trading Days after Borrower has become or should
have become aware of such failure;


 


(iii)      a
default or event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument)
shall occur under (A) any of the Transaction Documents, including but not limited to, failure to strictly comply with the provisions
of the Transaction Documents, or (B) any other material agreement, lease, document or instrument to which Borrower or any Subsidiary
is obligated (and not covered by clause (vi) below), which in the case of subsection (B) would reasonably be expected to have a
Material Adverse Effect;


 






     


     


    

 


(iv)      any
representation or warranty made in this Note, any other Transaction Documents, any written statement pursuant hereto or thereto
or any other report, financial statement or certificate made or delivered to the Holder or any Other Holder shall be untrue or
incorrect in any material respect as of the date when made or deemed made;


 


(v)       Borrower
or any Subsidiary shall be subject to a Bankruptcy Event;


 


(vi)      Borrower
or any Subsidiary shall default on all or any part of the Senior Indebtedness and the maturity date of such Senior Indebtedness
shall have been accelerated, or shall default on any of its obligations under any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured
or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves
an obligation greater than $100,000, whether such indebtedness now exists or shall hereafter be created, and (b) results in such
indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;


 


(vii)     Borrower
shall be a party to any Change of Control Transaction or Fundamental Transaction or shall agree to sell or dispose of all or in
excess of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a
Change of Control Transaction);


 


(viii)    [Reserved];


 


(ix)       Borrower
shall fail for any reason to deliver certificates to Holder prior to the fifth Trading Day after a Conversion Date pursuant to
Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of Borrower’s
intention to not honor requests for conversions of any Notes in accordance with the terms hereof;


 


(x)       the
occurrence of an Event of Default under any denomination or subdivision of this Note transferred to any other Person pursuant to
Section 3;


 


(xi)       any
monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 90 calendar days;


 


(xii)      any
dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business;


 


(xiii)     cessation
of operations by Borrower or a material Subsidiary;


 


(xiv)     the
failure by Borrower or any material Subsidiary to maintain any material intellectual property rights, personal, real property,
equipment, leases or other assets which are necessary to conduct its business (whether now or in the future) and such breach is
not cured with twenty (20) days after written notice to the Borrower from the Holder, it being understood and agreed that the Borrower’s
intellectual property rights, personal, real property, equipment, leases or other assets related to its legacy intellectual property
business are not material for these purposes;


 


(xv)      an
event resulting in the Common Stock no longer being listed or quoted on a Trading Market;


 


(xvi)     a
Commission or judicial stop trade order or suspension from the Borrower’s principal Trading Market;


 






     


     


    

 


(xvii)    the
restatement after the date hereof of any financial statements filed by the Borrower with the Commission for any date or period
from two years prior to the Original Issue Date and until this Note is no longer outstanding, if the result of such restatement
would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect. For the avoidance of doubt,
any restatement related to new accounting pronouncements shall not constitute a default under this Section;


 


(xviii)   [Reserved];


 


(xix)     a
failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms
of this Note or any other Transaction Document;


 


(xx)      a
default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and
Holder are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties
which is not cured after any required notice and/or cure period; or


 


(xxi)     any
material provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested
by Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or
Holder, seeking to establish the invalidity or unenforceability thereof, or Borrower shall deny in writing that it has any liability
or obligation purported to be created under any Transaction Document


 


The foregoing notwithstanding,
the occurrence of a Public Information Failure is not an Event of Default.


 


In the event more than
one grace, cure or notice period is applicable to an Event of Default, then the shortest grace, cure or notice period shall be
applicable thereto.


 


(b)       Remedies
Upon Event of Default, Fundamental Transaction and Change of Control Transaction. If any Event of Default or a Fundamental
Transaction or a Change of Control Transaction occurs, the outstanding principal amount of this Note, liquidated damages and other
amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due
and payable in cash at the Mandatory Default Amount. Commencing on the Maturity Date and also five (5) days after the occurrence
of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum
rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender
this Note to or as directed by Borrower. In connection with such acceleration described herein, the Holder need not provide, and
Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it
under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the
Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this
Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


Section 9.      [Reserved] 


 


Section 10.    Miscellaneous.


 


(a)       Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have
specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery at the address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day following such delivery (if delivered other than
on a business day during normal business hours where such notice is to be received), (b) on the second business day following the
date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, or
(c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the
recipient on a Business Day, and on the next Business Day if sent after normal business hours of the recipient on a non-Business
Day, whichever shall first occur. The addresses for such communications shall be: (i) if to Borrower, to: XpresSpa Group, Inc.,
254 West 31st Street, 11th Floor, New York, NY 10001, Attn: Douglas Satzman, CEO, email: notices@xpresspagroup.com,
with a copy by email only to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 3rd Avenue,
New York, NY 10017, Attn: Kenneth R. Koch, Esq., email: krkoch@mintz.com, and (ii) if to the Holder, to: Calm.com, Inc., 77 Geary
Street, 3rd Floor, San Francisco, CA 94108 or by email to dun@calm.com and legal@calm.com, with an additional copy
by email only to (which shall not constitute notice): Davis Polk & Wardwell, Attention: Alan F. Denenberg and Donald K. Lang,
1600 El Camino Real, Menlo Park, CA 94025, email: alan.denenberg@davispolk.com; donald.lang@davispolk.com.


 






     


     


    

 


(b)       Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note
at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower.
This Note ranks pari passu with all other Notes now existing (except as the Note may be expressly subordinated
to such indebtedness pursuant to Section 11) or hereafter issued under the terms set forth herein.


 


(c)       Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.


 


(d)       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York,
Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other
manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated
hereby. If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in
the investigation, preparation and prosecution of such action or proceeding. This Note shall be deemed an unconditional
obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against
Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in
the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder
and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s
rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or
agreement was delivered together herewith or was executed apart from this Note.


 


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


 






     


     


    

 


(f)       Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.


 


(g)      Usury.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would
prohibit or forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and
Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but
will suffer and permit the execution of every such as though no such law has been enacted.


 


(h)      [Reserved]


 


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


 


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


 


(k)      Amendment.
Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without the written
consent of Borrower and the Holder.


 


(l)       Electronic
Signature. In the event that the Borrower’s signature is delivered by PDF, electronic signature or other similar electronic
means, such signature shall create a valid and binding obligation of the Borrower with the same force and effect as if such signature
page were an original thereof.


 


Section 11.   Subordination. 


 


(a)       Subordination.
The indebtedness evidenced by this Note is subordinate and junior in right of payment to the prior payment in full of any Senior
Indebtedness in existence as of the date of this Note. Any Person acquiring any denomination or subdivision of this Note transferred
pursuant to Section 3 shall expressly acknowledge and agree to be bound by the subordination provisions of this Section 11.


 


(b)       No
Payment on Note if Senior Indebtedness in Default. No payment on account of principal or interest on the Note shall be made
unless full payment of amounts then due for principal, premium, if any, sinking funds and interest on all Senior Indebtedness has
been made or duly provided for. No payment on account of principal or interest on the Note shall be made if, at the time of such
payment or immediately after giving effect thereto, (i) there shall exist a default in the payment of principal, premium, if any,
sinking funds or interest with respect to any Senior Indebtedness, or (ii) there shall have occurred an event of default (other
than a default in the payment of principal, premium, if any, sinking funds or interest) with respect to any Senior Indebtedness,
as defined therein or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity
thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist.


 






     


     


    

 


(c)       Priority
of Senior Indebtedness. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization
under the Federal Bankruptcy Code or any other similar applicable Federal or state law, or other similar proceedings in connection
therewith, relative to Borrower or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of Borrower or assignment for the benefit of creditors or any other marshalling of
assets of Borrower, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled
to receive payment in full of all principal of and premium, if any, and interest on all Senior Indebtedness including interest
on such Senior Indebtedness after the date of filing of a petition or other action commencing such proceeding before the Holder
is entitled to receive any payment on account of the principal of or interest on the Note, and any payment or distribution of any
kind or character which may be payable or deliverable in any such proceedings in respect of the Note, except securities which are
subordinate and junior in right of payment to the payment of all Senior Indebtedness then outstanding, shall be paid by the person
making such payment or distribution directly to the holders of Senior Indebtedness to the extent necessary to make payment in full
of all Senior Indebtedness, after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness.
In the event that any payment or distribution of cash, property or securities shall be received by the Holder in contravention
this Section before all Senior Indebtedness is paid in full, or provision made for the payment thereof, such payment or distribution
shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative
or representatives, or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior
Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay in full all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 


(d)       Borrower
to Give Notice of Certain Events; Reliance. Borrower shall give prompt written notice to Holder of any insolvency or bankruptcy
proceedings, any receivership, liquidation, reorganization under the Federal Bankruptcy Code or any other similar applicable Federal
or state law, or similar proceedings and any proceedings for voluntary liquidation, dissolution or winding up of Borrower within
the meaning of this Section. Upon any payment or distribution of assets of Borrower referred to in this Article, Holder shall be
entitled to rely conclusively upon a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other person
making such payment or distribution, delivered to Holders, for the purpose ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness of Borrower, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section. With respect to the
holders of Senior Indebtedness, Holder undertakes to perform or to observe only such covenants and obligation as are specifically
set forth in this Section and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read
into this Note against the Holder. Holder does not have any fiduciary duties to holders of Senior Indebtedness.


 


(e)       Subrogation.
Subject to the payment in full of all Senior Indebtedness, Holder shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of assets of Borrower made on the Senior Indebtedness until the principal of and interest
on the Note shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of Senior
Indebtedness of any cash, property or securities to which Holders would be entitled except for the provisions of this Section,
and no payment over pursuant to the provisions of this Section to the holders of Senior Indebtedness by Holder shall, as between
Borrower, its creditors other than the holders of Senior Indebtedness, and Holder, be deemed to be a payment by Borrower to or
on account of Senior Indebtedness, and no payments or distributions to Holder of cash, property or securities payable or distributable
to the holders of the Senior Indebtedness to which Holder shall become entitled pursuant to the provisions of this Section, shall,
as between Borrower, its creditors other than the holders of Senior Indebtedness, and Holder, be deemed to be a payment by Borrower
to Holder of or on account of the Note.


 


(f)       Borrower
Obligation to Pay Unconditional. The provisions of this Section are solely for the purpose of defining the relative rights
of the holders of Senior Indebtedness on the one hand, and Holder on the other hand, and nothing herein shall impair, as between
Borrower and Holder, the obligation of Borrower, which is unconditional and absolute, to pay to the Holder thereof the principal
thereof and premium, if any, and interest thereon and any other amounts owing under, if any, in accordance with the terms of the
Note nor shall anything herein prevent Holder from exercising all remedies otherwise permitted by applicable law or under the Note
upon default under the Note, subject to the rights of holders of Senior Indebtedness under the provisions of this Section to receive
cash, property or securities otherwise payable or deliverable to the Holder.


 


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


 


(Signature Pages Follows)


 






     


     


    

 


IN WITNESS WHEREOF,
each of Borrower and Holder has caused this Note to be signed in its name by an authorized officer as of the 17th day of April,
2020.


 


	 	
        XPRESSPA GROUP, INC. 

	 	 
	 	 
	 	 
	 	By:	 /s/ Douglas Satzman
	 	 	Name:	Douglas Satzman
	 	 	Title:	CEO


 


 


 


	 	
        CALM.COM, INC. 

	 	 
	 	 
	 	 
	 	By:	 /s/ Dun Wang
	 	 	Name:	Dun Wang
	 	 	Title:	Chief Product and Growth Officer


 


 



     


     


    




 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby
elects to convert principal under the Convertible Note due May 31, 2022 of XpresSpa Group, Inc., a Delaware corporation (the “Borrower”),
into shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”), of Borrower according
to the conditions hereof, as of the date written below. If shares of Series E Preferred Stock are to be issued in the name of a
person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder
for any conversion, except for such transfer taxes, if any.


 


Conversion calculations:


 


	 	Date to Effect Conversion:_________________________________	 
	 	 	 
	 	Principal Amount of Note to be Converted: $___________________	 
	 	 	 
	 	Accrued Interest to be Converted, if any: $____________________	 
	 	 	 
	 	Conversion Price: $______________________________________	 
	 	 	 
	 	Number of shares of Series E Preferred Stock to be issued:_________	 
	 	 	 
	 	Signature:_____________________________________________	 
	 	 	 
	 	Name:________________________________________________	 
	 	 	 
	 	Address for Delivery of Series E Preferred Stock Certificates:	 
	 	_____________________________________________________	 
	 	_____________________________________________________	 
	 	_____________________________________________________