Exhibit 4.2


 


[FORM OF SENIOR SECURED CONVERTIBLE NOTE]


 


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. 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. ANY TRANSFEREE OF THIS NOTE
SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 19(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS
NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF PURSUANT
TO SECTION 3(c)(iii) OF THIS NOTE.


 


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


 


GREENWAVE TECHNOLOGY SOLUTIONS, INC.


 


SENIOR
SECURED CONVERTIBLE NOTE


 


	Issuance Date: November 30, 2021	Original Principal Amount: U.S. $[    ]


 


FOR VALUE RECEIVED, Greenwave
Technology Solutions, Inc., a Delaware corporation (the “Company”), hereby promises to pay to [PURCHASER]
or registered assigns (the “Holder”) in cash and/or in shares of Common Stock the amount set forth above as the Original
Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”)
when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the
terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate at any time
from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether
upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior
Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”)
is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement on the Closing Date (collectively,
the “Notes” and such other Senior Secured Convertible Notes, the “Other Notes”). Certain capitalized
terms used herein are defined in Section 32.


 




     


     


    

 


(1) PAYMENTS
OF PRINCIPAL; PREPAYMENT. The Company acknowledges and agrees that this Note was issued at an original issue discount. On the Maturity
Date, if any portion of this Note remains outstanding, the Company shall pay to the Holder an amount in cash representing all outstanding
Principal, any accrued and unpaid Interest and any accrued and unpaid Late Charges (as defined in Section 25(b)) on such Principal and
Interest. The “Maturity Date” shall be May 30, 20221
(the “Initial Scheduled Maturity Date”), as (i) may be extended at the option of the Company (the “Company Maturity
Extension”) by delivering a written notice to the Holder and the holders of the Other Notes at any time prior to the Initial
Scheduled Maturity Date electing to extend the Maturity Date (as defined in this Note and the Other Notes) to November 30, 20222
so long as there is no Equity Conditions Failure as of the date the Company delivers such notice to the Holder and the holders of the
Other Notes and ending on, and including, the Initial Scheduled Maturity Date and (ii) may be extended at the option of the Holder (a
“Holder Maturity Extension” and together with the Company Maturity Extension, a “Maturity Extension”)
(x) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the
Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date
(as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default
and/or (y) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of
Control is publicly announced or a Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date. A Maturity
Extension shall not alter or amend any provision in this Note, other than (i) the Maturity Date as described in this Section 1 and (ii)
with respect to the Company Maturity Extension, as set forth in Section 3(b). Other than as specifically permitted by this Note, the Company
may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and
Interest, if any.


 


(2) INTEREST.
Interest on this Note shall commence accruing on the Issuance Date at the Interest Rate and shall be computed on the basis of a 360-day
year and twelve 30-day months and shall be payable on the Maturity Date in cash by wire transfer of immediately available funds in accordance
with the Holder’s written wire instructions. Prior to the payment of the Interest on the Maturity Date, Interest on this Note shall accrue
on a daily basis at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount (as defined in Section
3(b)(i)) on each Redemption Date and on each Conversion Date (as defined in Section 3(c)(i)) hereunder.


 


(3) CONVERSION
OF NOTES. At any time or times after the Issuance Date, this Note shall be convertible into shares of Common Stock, on the terms and
conditions set forth in this Section 3.


 


(a) Conversion
Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert all or any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable shares of Common Stock
in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction of a share of Common
Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round
such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar
taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.


 


 






		1	Insert date that is six (6) months immediately following the
Issuance Date.



		2	Insert date that is twelve (12) months immediately following
the Issuance Date.



 




    - 2 -


    


    

 


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


 


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


 


(ii) “Conversion
Price” means, as of any Conversion Date or other date of determination, $0.05, subject to adjustment as provided herein.


 


(c) Mechanics
of Conversion.


 


(i) Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder
shall (A) transmit by electronic mail (or otherwise deliver), for delivery on or prior to 11:59 p.m., New York time, on such date, a copy
of an executed notice of conversion in the form attached hereto as Exhibit I (a “Conversion Notice”) to the Company
and (B) if required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver shares of Common Stock on the applicable
Share Delivery Date (as defined below), surrender this Note to a common carrier for delivery to the Company as soon as practicable on
or following such date (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation
in compliance with the procedures set forth in Section 19(b)). No ink-original Conversion Notice shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading
Day following the date of delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of
such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the earlier
of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each
case, following the date on which the Holder has delivered the applicable Conversion Notice to the Company (a “Share Delivery
Date”), the Company shall (x) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program and (A) the applicable Conversion Shares are subject
to an effective resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for
resale of the applicable Conversion Shares by the Holder, credit such aggregate number of Conversion Shares to which the Holder
is entitled pursuant to such conversion to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At
Custodian system, or (y) if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or
(B) the applicable Conversion Shares are not subject to an effective resale registration statement in favor of the Holder and, if converted
at a time when Rule 144 would not be available for resale of the applicable Conversion Shares by the Holder, issue and deliver
to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number
of shares of Common Stock to which the Holder shall be entitled. If this Note is physically surrendered for conversion as required by
Section 3(c)(iii) and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall as soon as practicable and in no event later than two (2) Business Days after delivery of this Note and at its
own expense, issue and deliver to the Holder a new Note (in accordance with Section 19(d)) representing the outstanding Principal not
converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated
for all purposes as the record holder or holders of such shares of Common Stock on the applicable Conversion Date, irrespective of the
date such Conversion Shares are credited to the Holder’s account with DTC or the date of delivery of the certificates evidencing such
Conversion Shares, as the case may be. The Company’s obligations to issue and deliver shares of Common Stock in accordance with the terms
and subject to the conditions 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. While any Notes are outstanding, the Company shall use a
transfer agent that participates in the DTC Fast Automated Securities Transfer Program.


 




    - 3 -


    


    

 


(ii) Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or no reason, on or prior to the applicable Share Delivery Date
to issue and deliver a certificate to the Holder, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program or if converted, at a time when the applicable Conversion Shares are not subject
to an effective resale registration statement in favor of the Holder and Rule 144 would not be available for resale of the applicable
Conversion Shares by the Holder, or credit the Holder’s balance account with DTC, if the Transfer Agent is participating in the DTC Fast
Automated Securities Transfer Program and (a) the applicable Conversion Shares are subject
to an effective resale registration statement in favor of the Holder or (b) if converted at a time when Rule 144 would be available for
resale of the applicable Conversion Shares by the Holder, for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s conversion of any Conversion Amount (a “Conversion Failure”),
then (A) the Company shall pay cash to the Holder for each Trading Day of such Conversion Failure in an amount equal to 1.5% of the product
of (1) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the applicable Share Delivery Date and
to which the Holder is entitled, and (2) any trading price of the Common Stock selected by the Holder in writing as in effect at any time
during the period beginning on the applicable Conversion Date and ending on the applicable Share Delivery Date and (B) the Holder, upon
written notice to the Company, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any portion
of this Note that has not been converted pursuant to such Conversion Notice; provided that the voiding of a Conversion Notice shall
not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section
3(c)(ii) or otherwise. In addition to the foregoing, if the Company shall fail on or prior to the applicable Share Delivery Date to issue
and deliver a certificate to the Holder if (A) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program
or (B) the applicable Conversion Shares are not subject to an effective resale registration statement
in favor of the Holder and, if converted at a time when Rule 144 would not be available for resale of the applicable Conversion Shares
by the Holder, or credit the Holder’s balance account with DTC if the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program and (A) the applicable Conversion Shares are subject to an effective
resale registration statement in favor of the Holder or (B) if converted at a time when Rule 144 would be available for resale of the
applicable Conversion Shares by the Holder, for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s
conversion of any Conversion Amount or on any date of the Company’s obligation to deliver shares of Common Stock as contemplated pursuant
to clause (y) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock
to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving
from the Company (a “Buy-In”), then the Company shall, within two (2) Trading Days after the Holder’s request and in
the Holder’s discretion, either (x) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to issue and deliver such certificate or credit the Holder’s balance account with DTC for the
shares of Common Stock to which the Holder is entitled upon the Holder’s conversion of the applicable Conversion Amount shall terminate,
or (y) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or
credit the Holder’s balance account with DTC for such shares of Common Stock and pay cash to the Holder in an amount equal to the excess
(if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price of the Common
Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Conversion Date and ending
on the applicable Share Delivery Date. Nothing herein shall limit the Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically
deliver such shares of Common Stock) upon conversion of this Note as required pursuant to the terms hereof.


 




    - 4 -


    


    

 


(iii) Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and addresses
of the holders of each Note and the Principal amount of the Notes (and stated interest thereon) held by such holders (the “Registered
Notes”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and
the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes, including,
without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary.
A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its
receipt of a request to assign or sell all or part of any Registered Note by the Holder, the Company shall record the information contained
therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the
surrendered Registered Note to the designated assignee or transferee pursuant to Section 19. Notwithstanding anything to the contrary
in this Section 3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of the Holder or a Related Fund of the
Holder without delivering a request to assign or sell the Note to the Company and the recordation of such assignment or sale in the Register
(a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning
or selling Holder unless and until the Holder has delivered a request to assign or sell the Note or portion thereof to the Company for
recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell the Note or portion
thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or
selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related
Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon
recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon
conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the
Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical
surrender of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges, if any, converted
and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) or shall use such other method,
reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company
does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates
of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically
deemed updated to reflect such occurrence.


 


(iv) Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from the Holder and one or more holder of Other
Notes for the same Conversion Date and the Company can convert some, but not all, of such portions of this Note and/or the Other Notes
submitted for conversion, the Company, subject to Section 3(d), shall convert from the Holder and each holder of Other Notes electing
to have Notes converted on such date, a pro rata amount of such holder’s portion of the Note and its Other Notes submitted for conversion
based on the Principal amount of this Note and principal amounts of the Other Notes submitted for conversion on such date by such holder
relative to the aggregate Principal amount of this Note and all Other Notes submitted for conversion on such date. In the event of a dispute
as to the number of shares of Common Stock issuable to the Holder in connection with a conversion of this Note, the Company shall issue
to the Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 24.


 




    - 5 -


    


    

 


(v) Automatic
Conversion. This Note shall automatically be converted into shares of Common Stock (an “Automatic Conversion”) upon
(x) the listing of Common Stock on a Qualified Eligible Market, but only if no Equity Conditions Failure shall have occurred as of the
Uplisting Date and (y) in connection with, but not later than, the listing of the Common Stock on a Qualified Eligible Market, the consummation
by the Company of a firm commitment underwritten public offering of Common Stock and/or Common Stock Equivalents of the Company pursuant
to an effective registration statement under the Securities Act, that results in gross proceeds to the Company of not less than $5,000,000;
provided, that the Required Holders may waive the requirement set forth in this clause (y) (a “Qualified Public Offering”).
The Automatic Conversion shall be effected pursuant to Section 3 using a Conversion Price that is equal to the lowest of (i) the then-effective
applicable Conversion Price, (ii) 80% of the arithmetic average of the VWAPs of the Common Stock during the three Trading Days immediately
prior to the Uplisting Date and (iii) the issuance price of the Qualified Public Offering, if any (which, for the avoidance of doubt,
if more than one security is issued to an investor in connection therewith, will be deemed to be the “unit price”). This Note
and all of the outstanding Other Notes shall be converted automatically on the Uplisting Date, which date, for the avoidance of doubt,
shall be deemed a Conversion Date for all purposes under this Note, without any further action by the Holder and the holders of the Other
Notes and whether or not this Note or the Other Notes are surrendered to the Company or its Transfer Agent. Upon the occurrence of such
Automatic Conversion of this Note and the Other Notes, including, without limitation, the delivery of the applicable Conversion Shares,
this Note will be deemed converted in full on the Uplisting Date, and the Holder and the holders of the Other Notes shall be deemed to
have surrendered such Notes to the Company.


 


(d) Beneficial
Ownership Conversion Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not issue any shares
of Common Stock pursuant to the terms of this Note, and the Holder shall not have the right to any shares of Common Stock otherwise issuable
pursuant to the terms and conditions of this Note and any such issuance shall be null and void and treated as if never made, to the extent
that after giving effect to such issuance, the Holder together with the other Attribution Parties collectively would beneficially own
in excess of [4.99] [9.99]3% (the “Maximum
Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such issuance. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties
shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common
Stock issuable pursuant to the terms of this Note with respect to which the determination of such sentence is being made, but shall exclude
the number of shares of Common Stock which would be issuable (i) pursuant to the terms of the remaining, nonconverted portion of this
Note beneficially owned by the Holder or any of the other Attribution Parties and (ii) upon exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred
stock or warrants, including the Other Notes and Warrants) beneficially owned by the Holder or any other Attribution Party subject to
a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes of this Section 3(d),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number
of outstanding shares of Common Stock the Holder may acquire pursuant to the terms of the Note without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Annual Report on
Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (ii) a more
recent public announcement by the Company or (iii) any other written notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion
Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that
such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3(d), to exceed
the Maximum Percentage, the Holder shall notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to
such Conversion Notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading
Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of
the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share
Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note would result
in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of
the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued
by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership would exceed the Maximum Percentage (the “Excess
Shares”) shall be deemed null and void and shall be cancelled ab initio and any portion of the Conversion Amount so converted
shall be reinstated, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice
to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of
9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder
and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of
clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed
to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 3(d) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent
with the intended beneficial ownership limitation contained in this Section 3(d) or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor
holder of this Note.


 


 






		3	Insert Maximum Percentage as indicated on the Purchaser’s signature
page attached to the Securities Purchase Agreement.


 




    - 6 -


    


    

 


(4) RIGHTS
UPON EVENT OF DEFAULT.


 


(a) Event
of Default. Each of the following events or failure to comply therewith shall constitute an “Event of Default” and
each of the events described in clauses (vii) and (viii) shall also constitute a “Bankruptcy Event of Default”:


 


(i) the
failure of the applicable Registration Statement required to be filed pursuant to the Registration Rights Agreement to be filed within
on or prior to the date that is fifteen (15) days after the applicable Filing Date (as defined in the Registration Rights Agreement);


 


(ii) (A)
prior to the Uplisting Date, (x) the suspension of the Common Stock from trading on an Eligible Market for a period of two (2) consecutive
Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period or (y) the failure of the Common Stock to be
listed on an Eligible Market and from and after the Uplisting Date, (x) the suspension of the Common Stock from trading on a Qualified
Eligible Market for a period of two (2) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day
period or (y) the failure of the Common Stock to be listed on a Qualified Eligible Market;


 


(iii) the
Company’s (A) failure to cure a Conversion Failure by delivery of the required number of shares of Common Stock within five (5) Trading
Days after the applicable Conversion Date or (B) notice, written or oral, to the Holder or any holder of the Other Notes, including by
way of public announcement or through any of its agents, at any time, of its intention not to comply with a request for conversion of
this Note or any Other Notes into shares of Common Stock that is tendered in accordance with the provisions of this Note or the Other
Notes, other than pursuant to Section 3(d) (and analogous provisions under the Other Notes);


 


(iv) at
any time following the fifth (5th) consecutive Business Day that the Holder’s Authorized Share Allocation (as defined in Section
10(a)) is less than the Holder’s Pro Rata Amount of the Required Reserve Amount (as defined in Section 10(a));


 


(v) the
Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges, Redemption Price or other amounts when and as
due under this Note or any other Transaction Document, except, in the case of a failure to pay Interest and/or Late Charges when and as
due, in which case only if such failure continues for a period of at least an aggregate of two (2) Business Days;


 


(vi) any
default under, redemption of or acceleration prior to maturity of any Indebtedness of the Company or any of its Subsidiaries other than
with respect to this Note or any Other Notes, which such default has not been cured within ten (10) Business Days;


 




    - 7 -


    


    

 


(vii) the
Company or any of its Subsidiaries, pursuant to or within the meaning of Title 11, U.S. Code, or any similar federal, foreign or state
law for the relief of debtors (collectively, “Bankruptcy Law”), (A) commences a bankruptcy voluntary case, (B) consents
to the entry of an order for relief against it in an involuntary bankruptcy case, (C) consents to the appointment of a receiver, trustee,
assignee, liquidator or similar official (a “Custodian”), (D) makes a general assignment for the benefit of its creditors
or (E) admits in writing that it is generally unable to pay its debts as they become due;


 


(viii) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any of
its Subsidiaries in an involuntary case, (B) appoints a Custodian of the Company or any of its Subsidiaries or (C) orders the liquidation
of the Company or any of its Subsidiaries;


 


(ix) a
final judgment or judgments for the payment of money aggregating in excess of $100,000 are rendered against the Company or any of its
Subsidiaries and which judgments are not, within sixty (60) days after the entry thereof, bonded, discharged or stayed pending appeal,
or are not discharged within sixty (60) days after the expiration of such stay; provided, however, that any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $100,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;


 


(x) other
than as specifically set forth in another clause of this Section 4(a), the Company or any of its Subsidiaries breaches any representation,
warranty, covenant or other term or condition of any Transaction Document, except, in the case of a breach of a covenant or other term
or condition of any Transaction Document which is curable, only if such breach continues for a period of at least an aggregate of five
(5) Business Days;


 


(xi) any
breach or failure in any respect to comply with either Sections 15 or 16 of this Note;


 


(xii) the
Company or any Subsidiary shall fail to perform or comply with any covenant or agreement contained in any Security Document to which it
is a party;


 


(xiii) any
material provision of any Security Document (as determined in good faith by the Collateral Agent in its sole discretion) 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 Company
or any Subsidiary intended to be a party thereto, or the validity or enforceability thereof shall be contested by any party thereto, or
a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking
to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability
or obligation purported to be created under any Security Document;


 




    - 8 -


    


    

 


(xiv) any
Security Document or any other security document, after delivery thereof pursuant hereto, shall for any reason fail or cease to create
a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien (as defined in Section 15(b))
in favor of the Collateral Agent for the benefit of the holders of the Notes on any Collateral purported to be covered thereby;


 


(xv) any
bank at which any deposit account, blocked account, or lockbox account of the Company or any Subsidiary is maintained shall fail to comply
with any material term of any deposit account, blocked account, lockbox account or similar agreement to which such bank is a party or
any securities intermediary, commodity intermediary or other financial institution at any time in custody, control or possession of any
investment property of the Company or any Subsidiary shall fail to comply with any of the terms of any investment property control agreement
to which such Person is a party (it being understood that only accounts pursuant to which the Collateral Agent has requested account control
agreements should be subject to this clause (xv));


 


(xvi) any
material damage to, or loss, theft or destruction of, any Collateral or a material amount of property of the Company, whether or not insured,
or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than
fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company
or any Subsidiary, if any such event or circumstance would reasonably be expected to have a Material Adverse Effect;


 


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


 


(xviii) any
Material Adverse Effect occurs;


 


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


 


(xx) the
electronic transfer by the Company of shares of Common Stock through the Depository Trust Company or another established clearing corporation
is no longer available or is subject to a “chill”; or


 


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


 




    - 9 -


    


    

 


(b) Redemption
Right. At any time after the earlier of the Holder’s receipt of an Event of Default Notice (as defined in Section 16(f)) and the Holder
becoming aware of an Event of Default, the Holder may require the Company to redeem (an “Event of Default Redemption”)
all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the
Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to require the Company
to redeem. Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company
in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product of (A) the applicable Redemption
Premium and (B) the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient
determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately
preceding such Event of Default and ending on the date the Holder delivers the Event of Default Redemption Notice, by (II) the lowest
Conversion Price in effect during such period, in addition to any and all other amounts due hereunder (the “Event of Default Redemption
Price”). Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent
redemptions required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note
by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section
4, but subject to Section 3(d), until the Event of Default Redemption Price is paid in full, the Conversion Amount submitted for redemption
under this Section 4(b) may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3. The parties hereto
agree that in the event of the Company’s redemption of any portion of the Note under this Section 4(b), the Holder’s damages would be
uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability
of a suitable substitute investment opportunity for the Holder. Accordingly, any Event of Default redemption premium due under this Section
4(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity
and not as a penalty.


 


(c) Redemption
upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion that is then
required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity Date, the Company shall
immediately pay to the Holder an amount in cash representing the product of (A) the applicable Redemption Premium and (B) of all outstanding
Principal, accrued and unpaid Interest, if any, and accrued and unpaid Late Charges, if any, on such Principal and Interest, in addition
to any and all other amounts due hereunder (the “Bankruptcy Event of Default Redemption Price”), without the requirement
for any notice or demand or other action by the Holder or any other Person; provided that the Holder may, in its sole discretion, waive
such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other
rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and
any right to payment of the Event of Default Redemption Price or any other Redemption Price, as applicable. Redemptions required by this
Section 4(c) shall be made in accordance with the provisions of Section 11.


 




    - 10 -


    


    

 


(5) RIGHTS
UPON FUNDAMENTAL TRANSACTION AND CHANGE OF CONTROL.


 


(a) Assumption.
If, at any time while this Note is outstanding, the Company, directly or indirectly, in one or more related transactions effects any Fundamental
Transaction or a Fundamental Transaction occurs or is consummated, then, upon any subsequent conversion of this Note, the Holder shall
have the right to receive, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the
occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(d) on the conversion
of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 3(d) on the conversion of this Note). 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 one share of Common Stock in such Fundamental Transaction, and the Company 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. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under
this Note and the other Transaction Documents in accordance with the provisions of this Section 5(a) pursuant to written agreements in
form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, 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 and receivable
upon conversion of this Note (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 be added to the term “Company” under this
Note (so that from and after the occurrence or consummation of such Fundamental Transaction, each
and every provision of this Note and the other Transaction Documents referring to the “Company” shall refer instead to each
of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities,
jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor
Entities shall assume all of the obligations of the Company prior thereto under this Note and the other Transaction Documents with the
same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in
this Note.


 




    - 11 -


    


    

 


(b) Redemption
Right. No sooner than twenty-five (25) days nor later than twenty (20) days prior to the consummation of a Change of Control, but
not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and
overnight courier to the Holder (a “Change of Control Notice”) setting forth a
description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date (as defined in Section 11(a))
if then known. At any time during the period beginning on the earlier to occur of (x) any oral or written agreement by the Company
or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in
a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder’s receipt of a Change of Control Notice and
ending twenty-five (25) Trading Days after the date of the consummation of such Change of Control, the Holder may require the Company
to redeem (a “Change of Control Redemption”) all or any portion of this Note by delivering written notice thereof (“Change
of Control Redemption Notice”) to the Company, which Change of Control Redemption Notice shall indicate the Conversion Amount
the Holder is electing to require the Company to redeem. The portion of this Note subject to redemption pursuant to this Section 5(b)
shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the greater of (x) the product
of (A) the applicable Redemption Premium and (B) of the Conversion Amount being redeemed and (y) the product of (A) the Conversion Amount
being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the
period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control and (y) the public
announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice, by (II) the
lowest Conversion Price in effect during such period (the “Change of Control Redemption Price”). Redemptions required
by this Section 5 shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in
connection with a Change of Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent
jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding
anything to the contrary in this Section 5, but subject to Section 3(d), until the Change of Control Redemption Price is paid in full,
the Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Holder into Common
Stock pursuant to Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this
Section 5(b), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest
rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any Change
of Control redemption premium due under this Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate
of the Holder’s actual loss of its investment opportunity and not as a penalty.


 


(6) DISTRIBUTION
OF ASSETS; RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS.


 


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


 




    - 12 -


    


    

 


(b) Purchase
Rights. If at any time on or after the Subscription Date the Company grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion
of this Note (without taking into account any limitations or restrictions on the convertibility of this Note) immediately prior to the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided,
however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the
other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and
beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time
or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which
time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or
on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(7) ADJUSTMENTS
TO CONVERSION PRICE. The Conversion Price will be subject to adjustment from time to time as provided in this Section 7.


 


(a) Adjustment
of Conversion Price upon Issuance of Common Stock. If and whenever during the period beginning on the Subscription Date and ending,
and including, the Uplisting Date, the Company publicly announces, issues or sells, enters into a definitive agreement pursuant to which
the Company is required to issue or sell, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common
Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares
of Common Stock deemed to have been issued or sold by the Company in connection with any Exempt Issuance) for a consideration per share
(the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Conversion Price
in effect immediately prior to such public announcement, issue or sale or deemed issuance or sale or entry into such a definitive binding
agreement (the foregoing a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the Conversion Price
then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining the adjusted Conversion Price
under this Section 7(a), the following shall be applicable:


 


(i) Issuance
of Options. If the Company in any manner grants or sells or enters into a definitive, binding
agreement pursuant to which is required to grant or sell, or the Company publicly announces the grant or sale of or entry into a definitive,
binding agreement pursuant to which is required to grant or sell, any Options and the lowest price per share for which one share
of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or exercise of any Convertible Securities
issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of such grant, sale, entry into a definitive,
binding agreement or public announcement of such Option for such price per share. For purposes of this Section 7(a)(i), the “lowest
price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange or
exercise of any Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the grant or sale of
the Option, upon exercise of the Option and upon conversion or exchange or exercise of any Convertible Security issuable upon exercise
of such Option less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the grant or
sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon
exercise of such Option. No further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common
Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon
conversion or exchange or exercise of such Convertible Securities.


 




    - 13 -


    


    

 


(ii) Issuance
of Convertible Securities. If the Company in any manner grants or sells or enters into a definitive,
binding agreement pursuant to which is required to grant or sell, or the Company publicly announces the grant or sale of or entry into
a definitive, binding agreement pursuant to which is required to grant or sell, any Convertible Securities and the lowest price
per share for which one share of Common Stock is issuable upon the conversion, exchange or exercise thereof is less than the Applicable
Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
such grant, sale, entry into a definitive, binding agreement or public announcement of such Convertible Securities for such price per
share. For purposes of this Section 7(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the
conversion, exchange or exercise thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable
by the Company with respect to any one share of Common Stock upon the grant or sale of the Convertible Security and upon conversion, exchange
or exercise of the Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common
Stock upon the grant or sale of the Convertible Security and upon conversion, exchange or exercise of such Convertible Security. No further
adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exchange or
exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), no further adjustment
of the Conversion Price shall be made by reason of such grant, sale, entry into a definitive, binding agreement or public announcement.


 


(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exchange or exercise of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exchangeable or exercisable for shares of Common Stock increases or decreases at any time, the Conversion Price in effect at the
time of such increase or decrease shall be adjusted to the Conversion Price which would have been in effect at such time had such Options
or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased
conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms
of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described
in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise,
conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant
to this Section 7(a) shall be made if such adjustment would result in an increase of the Conversion Price then in effect.


 


(iv) Record
Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares
of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares
of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may be.


 


(v) No
Readjustments. For the avoidance of doubt, in the event the Conversion Price has been adjusted pursuant to this Section 7(a) and the
Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts for any
reason whatsoever, in no event shall the Conversion Price be readjusted to the Conversion Price that would have been in effect if such
Dilutive Issuance had not occurred or been consummated.


 


(vi) Qualified
Public Offering. For the avoidance of doubt, the Conversion Price shall be adjusted pursuant to this Section 7(a) to the extent the
Qualified Public Offering is, or is deemed to be, a Dilutive Issuance. For the avoidance of doubt, if the Qualified Public Offering is
an issuance of more than one security is issued to an investor in connection therewith, the issuance price will be deemed to be the “unit
price.”


 






    - 14 -


    


    

 


(b) Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.
If the Company at any time on or after the Subscription Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased. Any adjustment under this Section 7(b) shall become effective at the close of business on the
date the subdivision or combination becomes effective.


 


(c) Voluntary
Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the Required Holders,
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.


 


(8) OFFER
TO REPURCHASE. If the Company effects a Qualified Public Offering, the Company shall deliver a written notice thereof within two (2)
Business Days prior to the occurrence of such Qualified Public Offering by electronic mail and overnight courier to all, but not less
than all, of the holders of the Notes (the “Offer to Repurchase Notice”) and offer to repurchase (an “Offer to
Repurchase”) a portion of this Note equal to the Holder Repurchase Amount at a price equal to the Conversion Amount being redeemed
(the “Repurchase Price”). At any time after the receipt by the Holder of an Offer to Repurchase Notice, the Holder may
require the Company to redeem at the Repurchase Price, up to a Conversion Amount of this Note equal to the Holder Repurchase Amount by
delivering written notice thereof (the “Acceptance Notice”) to the Company, which Acceptance Notice shall indicate the
Conversion Amount of the Note the Holder is electing to redeem and the date chosen by the Holder on which the Offer to Repurchase shall
occur (the “Offer to Repurchase Date”). Each Offer to Repurchase Notice shall (i) describe the Qualified Public Offering,
including, without limitation a certification by the Company’s Chief Financial Officer demonstrating the calculation of the aggregate
Available Proceeds received by the Company and (ii) state the maximum Repurchase Price to be paid to the Holder on such date. The Company
shall publicly disclose (as part of an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or on a Current Report on Form 8-K
or otherwise), that (i) a Qualified Public Offering has occurred and that, pursuant to the terms of the Notes, the Holder may require
the Company to redeem at the Repurchase Price the applicable portion of the Notes equal to the Holder Repurchase Amount with any Available
Proceeds received therefrom and (ii) the amount of Available Proceeds received from Qualified Public Offering. In the event that the Company
shall subsequently determine after the Offer to Repurchase Date that the actual Available Proceeds received exceeded the amount set forth
in the applicable Offer to Repurchase Notice, the Company shall promptly make an additional Offer to Repurchase of the Notes in an amount
equal to such excess (an “Additional Offer to Repurchase”), and the Company shall concurrently therewith (i) deliver
to each holder of Notes a certificate of the Chief Financial Officer demonstrating the derivation of such excess and (ii) if an Additional
Offer to Repurchase is material, publicly disclose (as part of a Current Report on Form 8-K, or otherwise) the making of such additional
Offer to Repurchase, including, without limitation, the additional Conversion Amount of Notes that may be repurchased. If one or more
holders of Other Notes does not elect to require the Company to redeem its Note with its full Holder Repurchase Amount, the Company shall
promptly make additional Offers to Repurchase for Notes held by the holders of Notes that previously elected to require the Company to
redeem its Note for its full Holder Repurchase Amount. Such additional Offers to Repurchase shall be repeated pursuant to the terms of
this Section 8 until all Available Proceeds have been used to redeem the Notes or all holders of Notes have failed to elect to have their
Notes redeemed for their maximum amount hereunder. On the Offer to Repurchase Date the Company shall deliver or shall cause to be delivered
to the Holder the Repurchase Price in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the
Holder in writing to the Company. Offers to Repurchase made pursuant to this Section 8 shall be made in accordance with Section 11. To
the extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the
Note by the Company, such redemptions shall be deemed to be voluntary prepayments. All Conversion Amounts converted by the Holder after
the Offer to Repurchase Notice Date shall reduce the Holder Repurchase Amount of this Note required to be redeemed on the Offer to Repurchase
Date, unless the Holder otherwise indicates in the applicable Conversion Notice. The parties hereto agree that in the event of the Company’s
redemption of any portion of the Note under this Section 8, the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment
opportunity for the Holder.


 






    - 15 -


    


    

 


(9) NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in
good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of
this Note.


 


(10) RESERVATION
OF AUTHORIZED SHARES.


 


(a) Reservation.
From and after the second Trading Day after the Company receives a notice from the Placement Agent to effect a reverse stock split with
respect to its Common Stock, the Company shall reserve a number of authorized and otherwise unreserved shares of Common Stock to satisfy
its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 300% of the maximum number
of Conversion Shares issuable pursuant to the terms of the Notes (without regard to any limitation in Section 3(d) on the conversion of
this Note) (the “Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company
shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock the Required Reserve Amount
solely for the purpose of issuing shares of Common Stock pursuant to the terms of this Note and the Other Notes. The initial number of
shares of Common Stock reserved for issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of
shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this
Note and the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) (the “Authorized
Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes,
each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation with respect to the portion of the
Notes being transferred. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated
to the Holder and the remaining holders of Other Notes, pro rata based on the Principal amount of this Note and the Other Notes then held
by such holders.


 


(b) Insufficient
Authorized Shares. If at any time following the second Trading Day after the Company receives a notice from the Placement Agent to
effect a reverse stock split with respect to its Common Stock, while any of the Notes remain outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes
at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then
the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing
sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60)
days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an
increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder
with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common
Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing,
if during any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares
of its issued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may
satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C. If,
upon any conversion of this Note, the Company does not have sufficient authorized shares to deliver in satisfaction of such conversion,
then unless the Holder elects to rescind such attempted conversion, the Holder may require the Company to pay to the Holder within two
(2) Trading Days of the applicable attempted conversion, cash in an amount equal to the product of (i) the number of shares of Common
Stock that the Company is unable to deliver pursuant to this Section 10, and (ii) the highest Closing Sale Price of the Common Stock during
the period beginning on the date of the applicable Conversion Date and ending on the date the Company makes the applicable cash payment.


 






    - 16 -


    


    

 


(11) REDEMPTIONS.


 


(a) Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder within three (3) Business Days after the Company’s
receipt of the Holder’s Event of Default Redemption Notice; provided that upon a Bankruptcy Event of Default, the Company shall deliver
the applicable Bankruptcy Event of Default Redemption Price in accordance with Section 4(c) (as applicable, the “Event of Default
Redemption Date”). If the Holder has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company
shall deliver the applicable Change of Control Redemption Price to the Holder (i) concurrently with the consummation of such Change of
Control if such notice is received prior to the consummation of such Change of Control and (ii) within three (3) Business Days after the
Company’s receipt of such notice otherwise (such date, the “Change of Control Redemption Date”). The Company shall deliver
the applicable Repurchase Price to the Holder on the applicable Offer to Repurchase Date. The Company shall pay the applicable Redemption
Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing
to the Company on the applicable due date. In the event of a redemption of less than all of the Conversion Amount of this Note, the Company
shall promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 19(d)) representing the outstanding
Principal which has not been redeemed and any accrued Interest on such Principal which shall be calculated as if no Redemption Notice
has been delivered. In the event that the Company does not pay a Redemption Price to the Holder within the time period required, at any
time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption,
to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted
for redemption and for which the applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable
Redemption Notice shall be null and void with respect to such Conversion Amount, (y) the Company shall immediately return this Note, or
issue a new Note (in accordance with Section 19(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion
Price of this Note or such new Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the
applicable Redemption Notice is voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including
the date on which the applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable
Redemption Notice is voided. The Holder’s delivery of a notice voiding a Redemption Notice and exercise of its rights following such notice
shall not affect the Company’s obligations to make any payments of Late Charges which have accrued prior to the date of such notice with
respect to the Conversion Amount subject to such notice.


 


(b) Redemption
by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment as a
result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b), Section 5(b) or Section
8 or pursuant to corresponding provisions set forth in the Other Notes (each, an “Other Redemption Notice”), the Company
shall immediately, but no later than one (1) Business Day of its receipt thereof, forward to the Holder by electronic mail a copy of such
notice. If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is three (3) Business Days prior to the Company’s receipt of the Holder’s Redemption Notice
and ending on and including the date which is three (3) Business Days after the Company’s receipt of the Holder’s Redemption Notice and
the Company is unable to redeem all principal, interest and other amounts designated in such Redemption Notice and such Other Redemption
Notices received during such seven (7) Business Day period, then the Company shall redeem, a pro rata amount from the Holder and each
holder of the Other Notes based on the Principal amount of this Note and the Other Notes submitted for redemption pursuant to such Redemption
Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day period.


 






    - 17 -


    


    

 


(c) Insufficient
Assets. If upon a Redemption Date, the assets of the Company are insufficient to pay the applicable Redemption Price, the Company
shall (i) take all appropriate action reasonably within its means to maximize the assets available for paying the applicable Redemption
Price, (ii) redeem out of all such assets available therefor on the applicable Redemption Date the maximum possible portion of the applicable
Redemption Price that it can redeem on such date, pro rata among the Holder and the holders of the Other Notes to be redeemed in proportion
to the aggregate Principal amount of this Note and the Other Notes outstanding on the applicable Redemption Date and (iii) following the
applicable Redemption Date, at any time and from time to time when additional assets of the Company become available to pay the balance
of the applicable Redemption Price of this Note and the Other Notes, the Company shall use such assets, at the end of the then current
fiscal quarter, to pay the balance of such Redemption Price of this Note and the Other Notes, or such portion thereof for which assets
are then available, on the basis set forth above at the applicable Redemption Price, and such assets will not be used prior to the end
of such fiscal quarter for any other purpose. Interest on the Principal amount of this Note and the Other Notes that have not been redeemed
shall continue to accrue until such time as the Company redeems this Note and the Other Notes. The Company shall pay to the Holder the
applicable Redemption Price without regard to the legal availability of funds unless expressly prohibited by applicable law or unless
the payment of the applicable Redemption Price could reasonably be expected to result in personal liability to the directors of the Company.


 


(12) VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law and as expressly provided in
this Note.


 


(13) SECURITY.
This Note and the Other Notes are secured to the extent and in the manner set forth herein and in the Security Documents.


 


(14) RANK.
All payments due under this Note (a) shall rank pari passu with all Other Notes and (b) shall be senior to all other Indebtedness
of the Company and its Subsidiaries.


 


(15) NEGATIVE
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in full in accordance with their terms, the
Company shall not, and the Company shall not permit any of its Subsidiaries without the prior written consent of the Required Holders
to, directly or indirectly by merger or otherwise:


 


(a) incur
or guarantee, assume or suffer to exist any Indebtedness, other than Permitted Indebtedness;


 


(b) allow
or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including
accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted
Liens;


 


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


 


(d) 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 (including,
without limitation Permitted Indebtedness other than this Note and the Other Notes), by way of payment in respect of principal of (or
premium, if any) such Indebtedness. For clarity, such restriction shall not preclude the payment of regularly scheduled interest payments
which may accrue under such Permitted Indebtedness;


 


(e) redeem
or repurchase any Equity Interest of the Company;


 






    - 18 -


    


    

 


(f) declare
or pay any cash dividend or distribution on any Equity Interest of the Company or of its Subsidiaries other than wholly-owned Subsidiaries;


 


(g) make,
any change in the nature of its business as described in the Company’s most recent Annual Report filed on Form 10-K with the SEC or modify
its corporate structure or purpose; or


 


(h) encumber,
license or otherwise allow any Liens on any Intellectual Property Rights, including, without limitation, any claims for damage by way
of any past, present, or future infringement of any of the foregoing, in each case, other than Permitted Liens;


 


(i) enter
into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase,
sale, lease, license, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate,
except in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the
prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable
in a comparable arm’s length transaction with a Person that is not an Affiliate thereof;


 


(j) keep
more than $200,000 or more in the aggregate at any time in all bank accounts that are not subject to one or more Control Agreements (as
defined in the Security Documents) that are acceptable to the Collateral Agent; or


 


(k) issue
any Notes or issue any other securities that would cause a breach or default under the Notes.


 


(16) AFFIRMATIVE
COVENANTS. Until all of the Notes have been converted, redeemed or otherwise satisfied in full in accordance with their terms, the
Company shall, and the Company shall cause each Subsidiary to, unless otherwise agreed to by the Required Holders, directly
and indirectly:


 


(a) maintain
and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which
the character of the properties owned or leased by it or in which the transaction of its business
makes such qualification necessary;


 


(b) maintain
and preserve all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which it is a party as lessee or under which
it occupies property, so as to prevent any loss or forfeiture thereof or thereunder; 


 


(c) take
all action necessary or advisable to maintain all of the Intellectual Property Rights that is necessary or material to the conduct of
its business in full force and effect;


 


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


 


(e) cause
such Subsidiary formed on or after the Subscription Date to execute, and deliver to each holder of Notes a guaranty agreement substantially
in the form of the Subsidiary Guarantee (as defined in the Securities Purchase Agreement) and all other Security Documents as requested
by Required Holders, as applicable; and


 






    - 19 -


    


    

 


(f) promptly,
but in any event within one (1) Business Day, notify the Holder and the holders of the Other Notes
in writing whenever an Event of Default (an “Event of Default Notice”) or an
Equity Conditions Failure occurs, and simultaneously with the delivery of such notice to the Holder and the holders of the Other
Notes, file a Current Report on Form 8-K with the SEC to state such fact.


 


(17) VOTE
TO ISSUE, OR CHANGE THE TERMS OF, NOTES. The affirmative vote at a meeting duly called for such purpose or the written consent without
a meeting of the Required Holders shall be required for any exchange, change or amendment or waiver of any provision to this Note or any
of the Other Notes. Any exchange, change, amendment or waiver by the Company and the Required Holders shall be binding on the Holder of
this Note and all holders of the Other Notes; provided, however, that if any exchange, change, amendment, modification or
waiver disproportionately and adversely impacts a holder of Notes (or group of holders), the consent of such disproportionately impacted
holder of Notes (or group of holders) shall be required; provided, further, that no such exchange, change, amendment or
modification shall (x) reduce the amount of Principal, or reduce the amount of accrued and unpaid Interest, of the Notes, or (y) modify
any of the provisions of, or impair the right of any holder of Notes under, this Section 17, without the written consent of each holder
of Notes impacted by such change.. This provision constitutes a separate right granted to each of the holders of Notes by the Company
and shall not in any way be construed as such holders acting in concert or as a group with respect to the purchase, disposition or voting
of securities or otherwise. Notwithstanding anything to the contrary contained herein, the provisions of Section 3(d) may not be amended,
modified or waived.


 


(18) TRANSFER.
This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder
without the consent of the Company, subject only to the provisions of Section 4.1 of the Securities Purchase Agreement.


 


(19) REISSUANCE
OF THIS NOTE.


 


(a) Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with Section 19(d) and subject to Section 3(c)(iii)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal
is being transferred, a new Note (in accordance with Section 19(d)) to the Holder representing the outstanding Principal not being transferred.
The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii)
following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the
Principal stated on the face of this Note.


 


(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form (but without any obligation to post a surety or other bond) and, in the case of mutilation, upon surrender and cancellation
of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 19(d)) representing the outstanding
Principal.


 






    - 20 -


    


    

 


(c) Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Note or Notes (in accordance with Section 19(d)) representing in the aggregate the outstanding Principal of
this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.


 


(d) Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be
of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or
in the case of a new Note being issued pursuant to Section 19(a) or Section 19(c), the Principal designated by the Holder which, when
added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining
outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face
of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and
(v) shall represent accrued and unpaid Interest and Late Charges, if any, on the Principal and Interest of this Note, from the Issuance
Date.


 


(20) REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed
a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit the Holder’s right to pursue
actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder
that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, conversion, redemption and the like (and the computation thereof) shall be the amounts to be received
by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required.


 


(21) PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or
is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to
enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings
affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder
for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including,
but not limited to, attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Note
shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount hereof.


 






    - 21 -


    


    

 


(22) CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and all the Purchasers and shall not be construed against
any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the
interpretation of, this Note.


 


(23) FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party.


 


(24) DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Closing Bid Price or the Closing Sale Price or the arithmetic
calculation of the Conversion Rate, the Conversion Price or any Redemption Price, the Company shall pay the applicable Redemption Price
that is not disputed or shall cause the Transfer Agent to issue to the Holder the number of shares of Common Stock that is not disputed,
and the Company shall submit the disputed determinations or arithmetic calculations via electronic mail within one (1) Business Day of
receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may
be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within one (1) Business Day
of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within one (1) Business
Day submit via electronic mail (a) the disputed determination of the Closing Bid Price or the Closing Sale Price to an independent, reputable
investment bank selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed,
or (b) the disputed arithmetic calculation of the Conversion Rate, Conversion Price or any Redemption Price to an independent, outside
accountant, selected by the Holder and approved by the Company, such approval not to be unreasonably withheld, conditioned or delayed.
The Company, at the Company’s expense, shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the
disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall
be binding upon all parties absent demonstrable error.


 


(25) NOTICES;
PAYMENTS.


 


(a) Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
Section 5.4 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken
pursuant to this Note, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company shall give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting
forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least twenty (20) Business Days prior to the
date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common
Stock, (B) respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder.


 






    - 22 -


    


    

 


(b) Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money
of the United States of America via wire transfer of immediately available funds to an account designated by the Holder; provided,
that the Holder, upon written notice to the Company, may elect to receive a payment of cash in lawful money of the United States of America
by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided
to the Company in writing (which address, in the case of each of the Purchasers, shall initially be as set forth on the signature pages
attached to the Securities Purchase Agreement). Whenever any amount expressed to be due by the terms of this Note is due on any day which
is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other
amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the
Company in an amount equal to interest on such amount at the rate of eighteen percent (18.0%) per annum from the date such amount was
due until the same is paid in full (“Late Charges”).


 


(26) CANCELLATION.
After all Principal, any accrued Interest and any other amounts at any time owed on this Note have been paid in full, this Note shall
automatically be deemed canceled and shall not be reissued, sold or transferred.


 


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


 


(28) GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Note shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. The Company 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 to the Company at the address set forth in Section 5.4 of the Securities Purchase Agreement
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 manner permitted by law. Nothing contained herein shall be deemed or operate
to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment
or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 






    - 23 -


    


    

 


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


 


(30) DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith
determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries,
the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current
Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating
to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in
the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute
material, nonpublic information relating to the Company or its Subsidiaries.


 


(31) USURY.
This Note is subject to the express condition that at no time shall the Company be obligated or required to pay interest hereunder at
a rate or in an amount which could subject the Holder to either civil or criminal liability as a result of being in excess of the maximum
interest rate or amount which the Company is permitted by applicable law to contract or agree to pay. If by the terms of this Note, the
Company is at any time required or obligated to pay interest hereunder, including by way of an original issue discount, at a rate or in
an amount in excess of such maximum rate or amount, the rate or amount of interest under this Note shall be deemed to be immediately reduced
to such maximum rate or amount and the interest payable shall be computed at such maximum rate or be in such maximum amount and all prior
interest payments in excess of such maximum rate or amount shall be applied and shall be deemed to have been payments in reduction of
the principal balance of this Note.


 


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


 


(a) “Affiliate”
shall have the meaning ascribed to such term in Rule 405 of the Securities Act.


 






    - 24 -


    


    

 


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


 


(c) “Available
Proceeds” means thirty percent (30%), or such greater percentage as determined by the Company in its discretion as set forth
in the Offer to Repurchase Notice, of the gross cash proceeds generated by the Qualified Public Offering.


 


(d) “Bloomberg”
means Bloomberg Financial Markets.


 


(e) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” 
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York
generally are open for use by customers on such day.


 


(f) “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the
Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are the holders of a majority of the voting power of the surviving entity (or entities with the authority or voting power to elect the
members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization,
recapitalization or reclassification or (ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction
of incorporation of the Company.


 


(g) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last
closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then
the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York Time, as reported by Bloomberg,
or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed
or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group,
Inc. (or a similar organization or agency succeeding to its functions of reporting prices). If the Closing Bid Price or the Closing Sale
Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale
Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 24. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification
or other similar transaction relating to the Common Stock during the applicable calculation period.


 






    - 25 -


    


    

 


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


 


(i) “Collateral”
shall have the meaning ascribed to such term in the Security Documents.


 


(j) “Collateral
Agent” shall have the meaning ascribed to such term in the Security Documents.


 


(k) “Common
Stock” means (i) the Company’s shares of common stock, par value $0.001 per share, and (ii) any capital stock into
which such Common Stock shall be changed or any capital stock resulting from a reorganization, recapitalization or reclassification of
such Common Stock.


 


(l) “Common
Stock Equivalents” means, collectively, Options and Convertible Securities.


 


(m) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to
any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.


 


(n) “Conversion
Premium” means, initially, 100%, which Conversion Premium shall be increased to 106% from and after the Initial Scheduled Maturity
Date if the Company effects a Company Maturity Extension.


 


(o) “Conversion
Shares” means shares of Common Stock issuable by the Company pursuant to the terms of any of the Notes, including any related
Interest and Late Charges so converted.


 


(p) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.


 


(q) “Disqualified
Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in
part, (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i)
Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Equity Interests, in each case of clauses (a) through
(d), prior to the date that is ninety-one (91) days after the Maturity Date.


 


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


 






    - 26 -


    


    

 


(s) “Equity
Conditions” means each of the following conditions:


 


(i) if
the event requiring the satisfaction of the Equity Conditions is the Automatic Conversion, on each day during the applicable Equity Conditions
Measuring Period, either (x) one or more Registration Statements required to be filed pursuant to the Registration Rights Agreement shall
be effective and available for the resale of all remaining Registrable Securities, including the shares of Common Stock issuable upon
conversion of the Conversion Amount that is subject to the Automatic Conversion, in accordance with the terms of the Registration Rights
Agreement and there shall not have been any suspension of such Registration Statement(s) or (y) all Registrable Securities, including
the shares of Common Stock issuable upon conversion of the Conversion Amount that is subject to the Automatic Conversion, shall be eligible
for sale without restriction pursuant to Rule 144 (assuming that all Warrants were exercised pursuant to a cashless exercise (as described
in the Warrants) and without the need for registration under any applicable federal or state securities laws;


 


(ii) if
the event requiring the satisfaction of the Equity Conditions is the Company Maturity Extension, on each day during the applicable Equity
Conditions Measuring Period, the Common Stock is designated for quotation on the Principal Market or any other Eligible Market and shall
not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market been threatened,
commenced or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum listing maintenance
requirements of such exchange or market;


 


(iii) during
the applicable Equity Conditions Measuring Period, the Company shall have delivered shares of Common Stock pursuant to the terms of this
Note and the Other Notes and shares of Common Stock upon exercise of the Warrants to the holders on a timely basis as set forth in Section
3(c) hereof (and analogous provisions under the Other Notes) and Section 2 of the Warrants;


 


(iv) if
the event requiring the satisfaction of the Equity Conditions is the Automatic Conversion, the shares of Common Stock issuable upon conversion
of the Conversion Amount that is subject to the Automatic Conversion may be issued in full without violating Section 3(d) hereof and the
rules or regulations of the contemplated Qualified Eligible Market;


 


(v) during
the applicable Equity Conditions Measuring Period, the Company shall not have failed to timely make any payments within five (5) Business
Days of when such payment is due pursuant to any Transaction Document;


 


(vi) during
the applicable Equity Conditions Measuring Period, there shall not have occurred either (A) the public announcement of a pending, proposed
or intended Fundamental Transaction which has not been abandoned, terminated or consummated, (B) an Event of Default or (C) an event that
with the passage of time or giving of notice would constitute an Event of Default;


 


(vii) if
the event requiring the satisfaction of the Equity Conditions is the Automatic Conversion, the Company shall have no knowledge of any
fact that would cause (x) one or more Registration Statement(s) required to be filed pursuant to the Registration Rights Agreement not
to be effective and available for the resale of all remaining Registrable Securities, including the shares of Common Stock issuable upon
conversion of the Conversion Amount that is subject to the Automatic Conversion, in accordance with the terms of the Registration Rights
Agreement, or (y) any Registrable Securities, including the shares of Common Stock issuable upon conversion of the Conversion Amount that
is subject to the Automatic Conversion, not to be eligible for sale without restriction pursuant to Rule 144 (or any successor thereto)
promulgated under the Securities Act and any applicable state securities laws;


 


(viii) during
the applicable Equity Conditions Measuring Period, the Company otherwise shall have been in compliance with and shall not have breached
any provision, covenant, representation or warranty of any Transaction Document;


 


(ix) if
the event requiring the satisfaction of the Equity Conditions is the Automatic Conversion, during the applicable Equity Conditions Measuring
Period, the Holder shall not have been in possession of any material, nonpublic information received from the Company, any Subsidiary
or its respective agent or affiliates; and


 






    - 27 -


    


    

 


(x) if
the event requiring the satisfaction of the Equity Conditions is the Automatic Conversion, the shares of Common Stock issuable upon conversion
of the Conversion Amount that is subject to Automatic Conversion requiring the satisfaction of the Equity Conditions are duly authorized
and listed and eligible for trading without restriction on a Qualified Eligible Market.


 


(t) “Equity
Conditions Failure” means that on the applicable date of determination through the applicable date of determination, the Equity
Conditions have not each been satisfied or waived in writing by the Holder; provided, however, that the Equity Condition
set forth in clause (iv) of such definition is not waivable by the Holder.


 


(u) “Equity
Conditions Measuring Period” means each day during the period beginning ten (10) Trading Days immediately prior to the applicable
date of determination and ending on and including the applicable date of determination.


 


(v) “Equity
Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock), equity
interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests
in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all
securities convertible into or exchangeable for any of the foregoing and all warrants, Options or other rights to purchase, subscribe
for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.


 


(w) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(x) “Exempt
Issuance” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


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


 






    - 28 -


    


    

 


(z) “GAAP”
means United States generally accepted accounting principles, consistently applied during the periods involved.


 


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


 


(bb) “Holder Repurchase
Amount” means the Holder’s Pro Rata Amount of the Available Proceeds relating to the Qualified Public Offering.


 


(cc) “Indebtedness”
of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as
the deferred purchase price of property or services, including (without limitation) “finance leases” in accordance with GAAP
(other than trade payables entered into in the ordinary course of business consistent with past practice), (iii) all reimbursement or
payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes,
bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,
assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred
as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights
and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),
(vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, is classified as a finance lease,
(vii) all Disqualified Equity Interests, (viii) all indebtedness referred to in clauses (i) through (vii) above secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, deed of trust, lien, pledge,
charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets (including accounts and contract
rights) with respect to any asset or property owned by any Person, even though the Person which owns such assets or property has not assumed
or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations
of others of the kinds referred to in clauses (i) through (viii) above.


 


(dd) “Intellectual
Property Rights” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(ee) “Interest
Rate” means 6.00% per annum.


 


(ff) “Lead Investor”
means Empery Tax Efficient, LP.


 


(gg) “Material
Adverse Effect” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


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


 


(ii) “Permitted
Indebtedness” means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) trade payables incurred in the ordinary
course of business and consistent with past practice, (iii) unsecured Indebtedness incurred by the Company that is made expressly subordinate
in right of payment to the Indebtedness evidenced by this Note, as reflected in a written agreement acceptable to the Required Holders
and approved by the Required Holders in writing, and which Indebtedness (a) does not provide at any time for the payment, prepayment,
repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after
the Maturity Date or later and (b) includes terms and conditions acceptable to the Required Holders, (iv) Indebtedness, up to $750,000,
in the aggregate, secured by Permitted Liens described in clauses (iv) of the definition of Permitted Liens and (v) that certain Paycheck
Protection Program (PPP) loan extended on March 16, 2021 under the Coronavirus Aid, Relief, and Economic Security (CARES) Act by Blue
Ridge Bank to Liverman Metal Recycling, Inc. in the aggregate principal amount of $543,275.


 






    - 29 -


    


    

 


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


 


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


 


(ll) “Principal
Market” means the Pink OTC Market.


 


(mm) “Pro Rata
Amount” means a fraction (i) the numerator of which is the Subscription Amount (as defined in the Securities Purchase Agreement)
paid by the initial Holder of this Note to the Company pursuant to the Securities Purchase Agreement and (ii) the denominator of which
is the aggregate Subscription Amounts paid by all the Purchasers to the Company pursuant to the Securities Purchase Agreement.


 


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


 


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


 


(pp) “Qualified
Public Offering Date” means the date the Company consummates a Qualified Public Offering.


 


(qq) “Redemption
Dates” means, collectively, the Event of Default Redemption Dates, the Change of Control Redemption Dates and the Offer to Repurchase
Date, as applicable, each of the foregoing, individually, a Redemption Date.


 






    - 30 -


    


    

 


(rr) “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Change of Control Redemption Notices and the Offer
to Repurchase Notice, each of the foregoing, individually, a Redemption Notice.


 


(ss) “Redemption
Premium” means 125%, except that such Redemption Premium shall de decreased to 100% after the Uplisting Date.


 


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


 


(uu) “Registrable
Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(vv) “Registration
Rights Agreement” means that certain registration rights agreement dated as of the Subscription Date by and among the Company
and the Purchasers relating to, among other things, the registration of the resale of the shares of Common Stock issuable upon conversion
of the Notes and exercise of the Warrants.


 


(ww) “Registration
Statement” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


(xx) “Related
Fund” means, with respect to any Person, a fund or account managed by such Person or an Affiliate of such Person.


 


(yy) “Required
Holders” means the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding
and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates holds any Notes.


 


(zz) “SEC”
means the United States Securities and Exchange Commission.


 


(aaa) “Securities
Act” means the Securities Act of 1933, as amended.


 


(bbb) “Securities
Purchase Agreement” means that certain securities purchase agreement dated as of the Subscription Date by and among the Company
and the investors listed on the signature pages attached thereto pursuant to which the Company issued the Notes and Warrants, as may be
amended, amended and restated, supplemented or otherwise modified from time to time.


 


(ccc) “Security
Documents” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(ddd) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the principal securities exchange
or securities market on which the Common Stock is then traded as in effect on the date of delivery of the applicable Conversion Notice.


 


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


 






    - 31 -


    


    

 


(fff) “Subscription
Date” means November 29, 2021.


 


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


 


(hhh) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock on such day, then on the principal securities exchange or securities market on which the Common Stock
is then traded.


 


(iii) “Transaction
Documents” shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(jjj) “Uplisting
Date” means the date the Common Stock is admitted for trading on a Qualified Eligible Market.


 


(kkk) “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 (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
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 Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 


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


 


[Signature Page Follows]


 




    - 32 -


    


    

 


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


 


	 	GREENWAVE TECHNOLOGY SOLUTIONS, INC.
	 	 	 
	 	By:	 
	 		Name: 	                
	 		Title:	 


 




     


    


    

 


EXHIBIT I
 


GREENWAVE TECHNOLOGY SOLUTIONS, INC.


 


CONVERSION NOTICE


 


Reference is made to the Senior Secured Convertible
Note (the “Note”) issued to the undersigned by Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”).
In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of
the Note indicated below into shares of Common Stock par value $0.001 per share (the “Common Stock”) of the Company,
as of the date specified below.


 


	Date of Conversion:	 
	 	 
	Aggregate Conversion Amount to be converted or number of Conversion Shares to be issued upon conversion:	 
	 
	Please confirm the following information:
	 	 
	Conversion Price:	 
	 	 
	If Aggregate Conversion Amount is provided above, number of shares of Common Stock to be issued:	 
	 
	Please issue the Common Stock into which the Note is being converted to the Holder, or for its benefit, as follows:
	 
	 ☐ Check here if requesting delivery as a certificate to the following name and to the following
    address:
	 	 
	Issue to:	 
	 	 
	Address:	 
	Electronic Mail:	 
	 
	 ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as
    follows:
	 	 
	DTC Participant:	 
	DTC Number:	 
	Account Number:	 
	 	 
	Authorization:	 
	By:	 
	Title:	 
	Dated:	 
	 	 
	Account Number:	 
	(if electronic book entry transfer)	 
	 	 
	Transaction Code Number:	 
	(if electronic book entry transfer)	 
	 	 	 	 	 	 	 	 	 	 






     


    


    

 





ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Conversion Notice and hereby directs Pacific Stock Transfer Company to issue the above indicated number of shares of Common Stock.


 





	 	GREENWAVE TECHNOLOGY SOLUTIONS, INC.
	 	 	 
	 	By:	 
	 		Name: 	                
	 		Title: