Exhibit
4.1


 


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


 


Original
Issue Date: April 12, 2021


 


$66,667
Principal


$60,000
Purchase Price


$6,667
Original Issue Discount


 


SENIOR
SECURED original issue discount


Convertible
PROMISSORY NOTE


 


THIS
SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Senior Secured Original
Issue Discount Convertible Promissory Note issued at a 10% original issue discount by Adhera Therapeutics, Inc., a Delaware corporation
(the “Company”) (this “Note”).


 


FOR
VALUE RECEIVED, the Company promises to pay to Pinz Capital Special Opportunities Fund LP or its permitted assigns (the “Holder”),
the principal sum of $66,667 on the date that is the six month anniversary of the Original Issue Date, or
October 12, 2021 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as
provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this
Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, the following words and phrases shall have the following meanings:


 


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


 


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


 


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


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 




    	 



    	 



    

 


“Black
Scholes Value” means the value of the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon
based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Maturity Date, (B) an expected volatility equal to the greater of 100% and the
100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Maturity Date.


 


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


 


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


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“DWAC”
means the Deposit or Withdrawal at Custodian system at The Depository Trust Company.


 


“Event
of Default” shall have the meaning set forth in Section 7(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.


 


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


 


“Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $125,000 due under leases required to
be capitalized in accordance with GAAP.


 




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“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Mandatory
Default Amount” means the sum of (a) 125% of the aggregate of outstanding principal amount of this Note and the accrued
and unpaid interest thereon, including default interest, and (b) all other amounts, costs, expenses and liquidated damages due
in respect of this Note.


 


“Note
Register” shall have the meaning set forth in Section 3(b).


 


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


 


“Option
Value” means the value of a Common Stock Equivalent based on the Black Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable
Common Stock Equivalent, if the issuance of such Common Stock Equivalent is publicly announced or (B) the Trading Day immediately
following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock Equivalent is not publicly
announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of the applicable Common Stock Equivalent as of the applicable date of determination, (ii) an expected
volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading
Day immediately following the public announcement of the applicable Common Stock Equivalent if the issuance of such Common Stock
Equivalent is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Common Stock Equivalent
if the issuance of such Common Stock Equivalent is not publicly announced, (iii) the underlying price per share used in such calculation
shall be the highest VWAP of the Common Stock during the period beginning on the Trading Day prior to the execution of definitive
documentation relating to the issuance of the applicable Common Stock Equivalent and ending on (A) the Trading Day immediately
following the public announcement of such issuance, if the issuance of such Common Stock Equivalent is publicly announced or (B)
the Trading Day immediately following the issuance of the applicable Common Stock Equivalent if the issuance of such Common Stock
Equivalent is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


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


 


“Permitted
Indebtedness” means (a) the indebtedness evidenced by the Note, (b) capital lease obligations and purchase money indebtedness
incurred in connection with the acquisition of machinery and equipment and (c) the Indebtedness set forth on Schedule 1.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien,
(c) Liens incurred in connection with Permitted Indebtedness under clauses (a) and (b) thereunder, and Liens securing the Permitted
Indebtedness under clause (c) thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“SEC”
means the Securities and Exchange Commission.


 




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


 


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


 


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


 


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


 


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


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) (or a similar organization or agency succeeding
to its functions of reporting prices), (b) if no volume weighted average price of the Common Stock is reported for the Trading
Market, the most recent bid price per share of the Common Stock so reported, or (c) 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 Holders of a majority of the
outstanding principal amount of the Note then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company.


 


Section
2. Interest.


 


(a) Interest.
Interest shall accrue to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the
rate of 10% per annum, calculated on the basis of a 360-day year and shall accrue daily commencing on the Original Issue Date
until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and
unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. During the existence of
an Event of Default, interest shall accrue at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount
permitted by law (the lesser of clause (i) or (ii), the “Default Interest Rate”).


 


(b) Prepayment.
The Note may be prepaid on or prior to 60 days from the Original Issue Date with no pre-payment premium. Thereafter, the Note
may be prepaid at an amount equal to 110% of the aggregate of the outstanding principal balance of the Note and accrued and
unpaid interest. In order to prepay the Note, the Company shall provide at least 20 days’ prior written notice to the
Holder, during which time the Holder may convert the Note in whole or in part.


 


Section
3. Registration of Transfers and Exchanges.


 


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


 


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


 


Section
4. Conversion.


 


(a) Conversion.
This Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option
of the Holder. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is
attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of
this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such
Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect
conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire
principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable
conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted in each conversion,
the date of each conversion, and the Conversion Price in effect at the time of each conversion. The Company may deliver an
objection to any Notice of Conversion within two Trading Days of delivery of such Notice of Conversion. In the event of any
dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be
less than the amount stated on the face hereof. 


 




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(b) Conversion
Price.


 


(i) Initial
Conversion Price. The “Conversion Price” shall be $0.075 per share (as adjusted for stock splits, stock
combinations and similar events).


 


(ii) Event
of Default Conversion Price. If an Event of Default has occurred, regardless of whether such Event of Default has been
cured or remains ongoing this Note shall be convertible at 70% of then Conversion Price.


 


All
such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination,
reclassification or similar transactions or events that proportionately decreases or increases the Common Stock. Additionally,
the Conversion Price shall be adjusted as provided for herein.


 


(c) Mechanics
of Conversion or Prepayment.


 


(i) Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted by
(y) the Conversion Price in effect at the time of such conversion.


 


(ii) Delivery
of Certificate Upon Conversion. Not later than two Trading Days after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder any certificate or certificates required to
be delivered by the Company under this Section 4(c) which shall be free of restrictive legends and trading restrictions
except as provided by the Securities Act and such shares shall be delivered electronically through the Depository Trust
Company or another established clearing corporation performing similar functions.


 


(iii) Failure
to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or
as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to
the Company at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the
Company shall promptly return to the Holder any original Note delivered to the Company.


 


(iv) Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon
conversion of this Note in accordance with the terms hereof, are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares.
In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the
Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has
been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to
Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the
Company posts a surety bond for the benefit of the Holder. The exercise of any such rights shall not prohibit the Holder from
seeking to collect damages under this Note, or under applicable law.


 




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(v) Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to
the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date
pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive
upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall in addition to the
Holder’s other available remedies, (i) the Company shall pay to the Holder, in cash, as partial liquidated damages and
not as a penalty, for each $1,000 of the principal amount of the Note being converted, $10 per Trading Day for each Trading
Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading Day) until such certificate is
delivered without a legend. Nothing herein shall limit the Holder’s right to pursue actual damages for the
Company’s failure to deliver certificates, and the Holder shall have the right to pursue all remedies available to it
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, and (ii) if
after the Share Delivery Date, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a
number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that the Holder
anticipated receiving from the Company without any restrictive legend, then, the Company shall pay to the Holder, in cash, an
amount equal to the excess of the Holder’s total purchase price (including brokerage commissions and other
out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other
out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Shares that the
Company was required to deliver to the Holder on the Share Delivery Date multiplied by (B) the highest closing sale price of
the Common Stock on any Trading Day during the period commencing on the date of the delivery by the Holder to the Company of
the applicable Shares and ending on the date of such delivery and payment under this Section 4(c).


 


(vi)
In the event a Purchaser shall request delivery of unlegended shares as described in this Section 4 and the Company is
required to deliver such unlegended shares, (i) it shall pay all fees and expenses associated with or required by the legend
removal and/or transfer including but not limited to legal fees, transfer agent fees and overnight delivery charges and
taxes, if any, imposed by any applicable government upon the issuance of Common Stock; and (ii) the Company may not refuse to
deliver unlegended shares based on any claim that the Holder or anyone associated or affiliated with such Holder has not
complied with the Holder’s obligations under this Note, or for any other reason, unless, an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery of such unlegended shares shall have been
sought and obtained by the Company and the Company has posted a surety bond for the benefit of the Holder in the amount of
the greater of (i) 150% of the amount of the aggregate purchase price of the Shares (based on amount of principal and/or
interest of the Note which was converted) which is subject to the injunction or temporary restraining order, or (ii) the VWAP
of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of unlegended shares
to be subject to the injunction, which bond shall remain in effect until the completion of the litigation of the dispute and
the proceeds of which shall be payable to the Holder to the extent Holder obtains judgment in Holder favor.


 


(vii) Reservation
of Conversion Shares. The Company covenants that it will reserve and keep available out of its authorized and unissued
shares of Common Stock for the purpose of issuances upon conversion of this Note, free from preemptive rights or any other
actual contingent purchase rights of Persons other than the Holder, not less than six times the amount of shares underlying
this Note. Until such time as the reservation requirement under this Section is met, the Company shall not reserve any shares
for any other Person. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be
duly authorized, validly issued, fully paid and nonassessable.


 


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


 


(ix) Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of this Note shall be made without charge to the
Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificates. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and
all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Conversion Shares.


 


(x) Attorneys’
Fees etc. The Company shall (A) pay the reasonable fees of the law firm of the Holder’s choice (in an amount not to
exceed $500 per opinion) in connection with the conversion of the Note, (B) cause its attorneys to promptly provide any
reliance opinion to the Transfer Agent, and (C) pay the Holder the sums required under Section 2(c)(iv). Simultaneously upon
the funding of this Note, the Company shall pay the legal fees of the Holder for UCC filing fees in an amount not to exceed
$750. The Holder may withhold the $1,250 to pay these legal and UCC filing fees from the purchase price of this
Note.


 




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


 


Section
5. Certain Adjustments.


 


(a) Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common
Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv)
issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
(excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall
be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this
Section 5(a) shall become effective immediately after the record date for the determination of shareholders entitled to
receive such dividend or distribution and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.


 




    	7



    	 



    

 


(b) Subsequent
Equity Sales. (i) At any time, for so long as the Note or any amounts accrued and payable thereunder remain outstanding,
the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice,
or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common
Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that
is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such
issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal
the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.
Notwithstanding the preceding, the Company may close a registered public offering of securities for its own account at a Base
Conversion Price lower than the Conversion Price without triggering a Dilutive Issuance under this Note provided that the
Company prepays the then outstanding principal and interest under this Note.


 


(ii)
If any Common Stock Equivalent is amended or adjusted, and such price as so amended shall be less than the Conversion Price
in effect at the time of such amendment or adjustment, then the Conversion Price shall be adjusted upon each such issuance or
amendment as provided in this Section 5(b). In case any Common Stock Equivalent is issued in connection with the issue or
sale of other securities of the Company, together comprising one integrated transaction, (x) the Common Stock Equivalents
will be deemed to have been issued for the Option Value of such Common Stock Equivalents and (y) the other securities issued
or sold in such integrated transaction shall be deemed to have been issued or sold for the difference of (I) the aggregate
consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such
other securities of the Company, less (II) the Option Value. If any shares of Common Stock or Common Stock Equivalents are
issued or sold or deemed to have been issued or sold for cash, the amount of such consideration received by the Company will
be deemed to be the net amount received by the Company therefor. If any shares of Common Stock or Common Stock Equivalents
are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the
fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the
amount of consideration received by the Company will be the VWAP of such public traded securities on the date of receipt. If
any shares of Common Stock or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the
fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of
Common Stock or Common Stock Equivalents, as the case may be.


 


(iii)
If the holder of Common Stock or Common Stock Equivalents outstanding on the Original Issue Date or issued after the Original
Issuance Date shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the
Conversion Price then in effect, such issuance shall be deemed to have occurred for less than the Conversion Price on such
date and such issuance shall be deemed to be a Dilutive Issuance.


 


(iv)
If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common
Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised under the
terms of such Variable Rate Transaction.


 


(v)
The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this Section 5(b), indicating therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).
For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 5(b),
upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares based upon the
Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to
the Base Conversion Price in the Notice of Conversion.


 


(vi)
The provisions of this Section 5(b) shall apply each time a Dilutive Issuance occurs after the Original Issue Date for so
long as the Note or any amounts accrued and payable thereunder remain outstanding, but any adjustment of the Conversion Price
pursuant to this Section 5(b) shall be downward only.


 




    	8



    	 



    

 


(c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 5(a) above, if at any time the Company grants,
issues or sells any Common Stock, Common Stock Equivalents or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the
Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such
extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).


 


(d) Pro
Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets or rights or warrants to acquire its assets, or subscribe for or purchase any security other
than Common Stock, to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a
“Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be
entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any
limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however,
to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the
Beneficial Ownership Limitation with respect to the Company or any other publicly-traded corporation subject to Section 13(d)
of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the
beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Beneficial Ownership Limitation with respect to the Company or any other publicly-traded
corporation subject to Section 13(d) of the Exchange Act).


 




    	9



    	 



    

 


(e) Fundamental
Transaction. (1) If, at any time while this Note is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by
the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Note, the Holder
shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately
prior to the occurrence of such Fundamental Transaction (without regard to any limitation 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 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 not effect a Fundamental Transaction unless it gives the Holder at
least 10 Trading Days prior notice together with sufficient details so the Holder can make an informed decision as to whether
it elects to accept the Alternative Consideration. If a public announcement of the Fundamental Transaction has not been made,
the notice to the Holder may not be given until the Company files a Form 8-K or other report disclosing the Fundamental
Transaction. (2) Notwithstanding anything to the contrary, in the event of a Fundamental Transaction the proceeds of which
are not used to repay the principal and interest on the Note in full and that is (x) an all cash transaction, (y) a
“Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (z) a Fundamental Transaction
involving a person or entity not traded on a national securities exchange or trading market (with such exchange or market
including, without limitation, the Nasdaq Global Select Trading Market, the Nasdaq Global Market, or the Nasdaq Capital
Market, the New York Stock Exchange, Inc., the NYSE American or any market operated by the OTC Markets, Inc.), the Company or
any Successor Entity (as defined below) shall, at the Holder’s option, concurrently with the consummation of the
Fundamental Transaction, purchase this Note from the Holder by paying to the Holder the higher of (i) an amount of cash equal
to the Black Scholes Value of the outstanding principal of this Note on the date of the consummation of such Fundamental
Transaction, or (ii) the product of (a) the number of Conversion Shares issuable upon full conversion of this Note (without
regard to any limitation on conversion of this Note) and (b) the positive difference between the cash per share paid in such
Fundamental Transaction minus the then in effect Conversion Price; (3) If Section 5(e)(1) and (2) are not applicable, 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(e) pursuant to written agreements in form and
substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, 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 succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents
with the same effect as if such Successor Entity had been named as the Company herein.


 




    	10



    	 



    

 


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


 


(g) Notice
to the Holder.


 


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


 


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


 


Section
6. Negative Covenants. As long as any portion of this Note remains outstanding, unless the holders of at least 50%
(which must include the Lead Investor’s consent) in principal amount of the then outstanding Note shall have otherwise
given prior written consent, the Company shall not, and shall not permit any of the Subsidiaries to, directly or
indirectly:


 


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


 


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


 


(c)
amend its charter documents, including, without limitation, its articles of incorporation and bylaws, in any manner that
materially and adversely affects any rights of the Holder;


 


(d)
acquire more than a de minimis number of shares of its Common Stock or Common Stock Equivalents;


 


(e)
repay, or offer to repay, any Indebtedness other than the Note as provided in Section 2(c) or regularly scheduled principal
payments of Permitted Indebtedness set forth under clauses (a) and (b) of the definition thereof and the interest on
indebtedness owed pursuant to clause (c) thereof, as such terms Indebtedness and Permitted Indebtedness are in effect as of
the Original Issue Date, provided that such payments other than on the Note shall not be permitted if, at such time, or after
giving effect to such payment, any Event of Default exists or occurs or the Company is not be able to satisfy obligations
owing to the Noteholders;


 


(f)
pay cash dividends or distributions on any equity securities of the Company;


 


(g)
enter into any transaction with any Affiliate of the Company which would be required to be disclosed in any public filing
with the SEC assuming that the Company is subject to the Securities Act or the Exchange Act, unless such transaction is made
on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if
less than a quorum otherwise required for board approval);


 


(h)
issue any equity securities of the Company other an issuance of which the proceeds are used to repay the principal and
interest on the Note in full;


 


(i)
failure to use the proceeds from this Note other than as provided for on Annex B of this Note; or


 


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


 




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Section
7. Events of Default.


 


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


 


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


 


(ii)
the Company shall fail to observe or perform any other covenant or agreement contained in the Note (other than a breach by
the Company of its obligations to deliver Conversion Shares, which breach is addressed in clause (x) below) or any
Transaction Document which failure is not cured, if possible to cure, within the earlier to occur of 10 Trading Days after
notice of such failure is sent by the Holder or by any other Holder to the Company and (B) five Trading Days after the
Company has become aware of such failure;


 


(iii)
the Company shall breach, or a default or Event of Default (subject to any grace or cure period provided in the applicable
agreement, document or instrument) shall occur or be declared, as applicable, under, (A) any of the Transaction Documents or
(B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not
covered by any other clause of this Section 7) (and, with respect to individual items under this item (B), relate to the
payment by the Company of not less than $250,000), which default or Event of Default is not cured, if possible to cure,
within the earlier to occur of (i) 10 Trading Days after notice of such default sent by Holder or by any other holder to the
Company and (ii) five Trading Days after the Company has become aware of such default;


 


(iv)
any representation or warranty made in this Note, any other Transaction Document, any written statement pursuant hereto or
thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be
untrue or incorrect in any material respect as of the date when made or deemed made, which failure is not cured, if possible
to cure, within the earlier to occur of 10 Trading Days after notice of such failure is sent by the Holder or by any other
Holder to the Company;


 


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


 


(vi)
the Company or any Subsidiary shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian or
liquidator of it or any of its properties; (B) admit in writing its inability to pay its debts as they mature; (C) make a
general assignment for the benefit of creditors; (D) be adjudicated as bankrupt or insolvent or be the subject of an order
for relief under Title 11 of the United States Code or any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or statute of any other jurisdiction or foreign country; or (E) file a voluntary petition in
bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage or any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer
admitting the material allegations of a petition filed against it in any proceeding under any such law, or (F) take or permit
to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;


 


(vii)
if any order, judgment or decree shall be entered, without the application, approval or consent of the Company or any
Subsidiary, by any court of competent jurisdiction, approving a petition seeking liquidation or reorganization of the Company
or any Subsidiary, or appointing a receiver, trustee, custodian or liquidator of the Company or any Subsidiary, or of all or
any substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period
of 30 days;


 


(viii)
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the
Company or any Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $100,000
individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged
within 45 days after the date thereof;


 


(ix)
any monetary judgment, writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of
their respective property or other assets for more than $100,000 and not relating to any claims asserted by current or former
officers arising from employment or settlement agreements with the Company which shall not be more than $150,000 in the
aggregate, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 10
days;


 


(x)
any material adverse effect occurs;


 




    	12



    	 



    

 


(xi)
any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the parties 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
Transaction Document;


 


(xii)
the Company’s Common Stock is not listed or quoted for trading on a Trading Market which failure is not cured, if
possible to cure, within the earlier to occur of five Trading Days after notice of such failure is sent by the
Holder;


 


(xiii)
the Company’s Common Stock is subject to a “chill” by the Depository Trust Company or any
successor;


 


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


 


(xv)
the Company fails to have authorized and reserved (in the name of the Holder) an amount of shares equal to the amount of
shares issuable upon conversion of this Note (without regard to any limitations on conversion hereof, including without
limitation, the Beneficial Ownership Limitation) and fails to have the reservation letter in the form attached as Annex
C in effect with the Company’s Transfer Agent;


 


(xvi)
the Company shall fail for any reason, except if caused by the action or inaction of the Holder to deliver Conversion Shares
to the Holder prior to the third Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at
any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor
requests for conversions of any Note in accordance with the terms hereof;


 


(xvii)
the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the Exchange Act within the time
required (including any applicable extension period) by the rules and regulations thereunder;


 


(xviii)
the Company breaches or fails to meet its obligations under Section 8.


 


(b) Remedies
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus liquidated
damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s
election, immediately due and payable in cash at the Mandatory Default Amount. Upon the payment in full of the Mandatory
Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such
acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest
or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of
its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be
rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of
the Note until such time, if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or
annulment shall affect any subsequent Event of Default or impair any right consequent thereon.


 


(c) Interest
Rate Upon Event of Default. Commencing on the occurrence of any Event of Default and until such Event of Default is
cured, this Note shall accrue interest at an interest rate equal to the Default Interest Rate.


 


(d) Conversion
Price Upon Event of Default. Commencing on the occurrence of any Event of Default and until such Event of Default is
cured, this Note shall be convertible at the Default Conversion Price.


 


Section
8.Security Interest. This Note also creates a first lien on and grants a security interest in all of the Company’s
(including its subsidiaries, MDRNA Research Inc., Cequent Pharmaceuticas, Inc. and Ithenapharma, Inc.) Accounts, Goods, Inventory,
Equipment, Investment Property, General Intangibles, Instruments, Documents, and all other assets and personal property of the
Company, wherever located, together with all the proceeds now or hereafter arising in connection therewith (the “Collateral”).
This Note shall also constitute a security agreement under the New York Uniform Commercial Code or other law applicable to the
creation of liens on personal property. Capitalized terms used in this Section 8 shall have the meanings that are given to them
under the New York Uniform Commercial Code. The Company acknowledges and agrees that the Holder shall have the right to file a
UCC-1 financing statement and any renewals and continuations thereof or other documents as the Holder may reasonably require with
respect to this security interest. If a default occurs under this Note, the Holder shall have all rights and remedies of a secured
party under the New York Uniform Commercial Code. The Company shall take all such action in order to cause the Holder to have
a first lien and priority security interest in accordance with this Section 8 while this Note is outstanding.


 




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Section
9. Miscellaneous.


 


(a) No
Rights as Stockholder Until Conversion. This Note does not entitle the Holder to any voting rights, dividends or other
rights as a stockholder of the Company prior to the conversion hereof other than as explicitly set forth in Section
5.


 


(b) Notices.
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by FedEx or similar receipted next day delivery, as
follows:


 


	 	If
    to the Company:	Adhera
    Therapeutics, Inc. 
	 	 	8000
    Innovation Parkway Drive
	 	 	Baton
    Rouge, LA 27588
	 	 	Attention:
    CEO


 


	 	with
    a copy to:
	 	(which
    shall not constitute


 


	 	If
    to Holder:	Pinz
    Capital Special Opportunities Fund, LP
	 	 	150
    East 52nd Street 29th Floor
	 	 	New
    York, NY


 


or
to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted to, or from,
as the case may be, the date of delivery.


 


(c) Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest and late fees,
as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a
direct debt obligation of the Company.


 


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


 


(e) Exclusive
Jurisdiction; Governing Law; Prevailing Party Attorneys’ Fees. All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all
actions concerning the interpretations, enforcement and defense of the transactions contemplated by this Note and any other
(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state and federal courts in New York County, New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York
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 action, any claim that it is not personally
subject to the jurisdiction of any such court, that such action is improper or is an inconvenient venue for such action. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such action by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law. If any party shall commence an action to enforce any provisions of this Note,
then, in addition to the obligations of the Company elsewhere in this Note, the prevailing party in such action shall be
reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such action.


 




    	14



    	 



    

 


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


 


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


 


(h) Remedies,
Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law
or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the
Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of
this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than
as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and
the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such
breach would 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 such breach or any
such threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the
Holder to confirm the Company’s compliance with the terms and conditions of this Note.


 


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


 


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


 


(Signature
Pages Follow)


 




    	15



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	 	ADHERA
    THERAPEUTICS, INC.
	 	 
	 	By:	 
	 	Name:	Andrew
Kucharchuk
	 	Title:	Chairman
& CEO


 


Solely
with respect to Section 8: 


 


MDRNA
RESEARCH, INC.


CEQUENT
PHARMACEUTICALS, INC.


ITHENAPHARMA,
INC.


 


	On
    behalf of each of the above entities:	 
	 	 
	By:		 
	Name:	Andrew
Kucharchuk	 
	Title:
    	Chairman
    & CEO	 


 




    	16



    	 



    

 


 


ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Original Issue Discount Convertible Note due ___ ___, 2021 of ADHERA
THERAPEUTICS, INC., a Delaware corporation (the “Company”), into shares of common stock (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below.


 


By
the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common
Stock does not exceed the amounts specified under Section 4(e) of this Note, as determined in accordance with Section 13(d) of
the Exchange Act.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid shares of Common Stock.


 


Conversion
calculations:


Date
to Effect Conversion:


 


Principal
Amount of Note to be Converted:


 


Number
of shares of Common Stock to be issued:





 


Signature:


 


Name:





 


	 	DWAC
    Instructions:	 
	 	 	 
	 	Broker
    No:_______________	 
	 	Account
    No:______________	 


 




    	17



    	 



    

 


ANNEX
B


 


Use
of Proceeds


 




    	18



    	 



    

 


ANNEX
C


 


Reservation
Letter


 


__________________________


__________________________


__________________________


__________________________


 


April
8, 2021


 


Ladies
and Gentlemen:


 


Adhera
Therapeutics, Inc. (“Issuer” or the “Company”) a Delaware corporation has issued to Cavalry Fund
I LP (“Investor”) Original Issue Discount Senior Secured Convertible Promissory Notes (the “Notes”)
and warrants (the “Warrants:”) to purchase the common stock (“Common Stock”).


 


In
accordance with this Irrevocable Transfer Instruction Agreement, American Stock Transfer (“You” or the “Transfer
Agent”) is hereby irrevocably authorized and instructed to reserve __________ shares of common stock (“Common
Stock”) of the Company for issuance upon conversion of the Notes and exercise of the Warrants. The amount of Common Stock
so reserved may be increased, from time to time, by written instructions of the Company or the Investor so long as there are sufficient
authorized and unissued shares of the Company not otherwise reserved available to do so. In addition, you are hereby directed,
upon being notified by the Investor, to increase the share reserve in accordance with the Company’s obligations under the
Agreements (including the Note and Warrants) as necessary in the event a reduction in the conversion price of the Notes causes
additional shares to become issuable. Notwithstanding anything to the contrary in this Agreement, the Transfer Agent has
no obligation to confirm the accuracy of the Conversion Notices. 


 


The
Transfer Agent is hereby irrevocably authorized and instructed to issue shares of Common Stock of the Company to the Investor,
and remove all stop-transfer instructions relating to such shares, upon your receipt from the Investor of a Conversion Notice
or Warrant exercise notice or notice by Investor’s counsel that the shares have been registered under the Securities Act
of 1933 (“1933 Act”) or otherwise may be sold pursuant to Rule 144 without any restriction, and the Company or its
counsel or Investor’s counsel provides an opinion of counsel to that effect in form, substance and scope customary for opinions
of counsel in comparable transactions (and satisfactory to you), together with other documentation that may reasonably be requested,
and the number of shares to be issued are less than 4.99% of the total issued and outstanding common stock of the Company (unless
this requirement has been waived by the Company and the Investor in accordance with the Note and Warrant), such shares shall be
issued to the account of the Investor either (i) electronically by crediting the account of a Prime Broker with the Depository
Trust Company through its Deposit/Withdrawal Agent Commission system, provided that the Company has been made FAST/DRS eligible
by DTCC (DWAC), or (ii) in certificated form without any legend which would restrict the transfer of the shares, and you should
remove all stop-transfer instructions relating to such shares (such shares shall be issued from the reserve, but in the event
there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice, the Transfer Agent and the Company agree
that the Conversion Notice should be completed using authorized but unissued shares of Common Stock that the Company has in its
treasury that are not otherwise reserved). If the shares of Common Stock are eligible to be electronically delivered via DWAC
((i) above), the shares of Common Stock shall be delivered in that manner. The Transfer Agent is not responsible for the accuracy
set forth in the Conversion Notice. Until such time as you are advised by the Investor or Company counsel as above that the shares
have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 without any restriction, you are hereby
instructed to place the following legend on the certificates:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION
OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 




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The
ability to convert the Notes and exercise the Warrants in a timely manner is a material obligation of the Company pursuant to
the Notes and Warrants. The Company hereby requests that the Transfer Agent act promptly, without
unreasonable delay and without the need for any action or confirmation by the Company with respect to the issuance of Common Stock
pursuant to any Conversion Notices received from the Investor. The Transfer Agent will not delay in processing any Conversion
Notices owing to the fact that the Company is in arrears of its fees and other monies owed to the Transfer Agent, provided that
each time a Conversion Notice is delivered to the Transfer Agent, the Investor agrees to pay the cost of processing each Conversion
Notice at a sum not to exceed $300.00 (the “Investor Conversion Payment”) and the Investor shall seek Company reimbursement
and the Company hereby acknowledges that they are responsible for such reimbursement. 


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them
harmless from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements
of its attorneys) incurred by or asserted against you or any of them arising out of or in connection with the instructions set
forth herein, the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending
yourself or themselves against any claim or liability hereunder, including claims that may be asserted by the Company, except
that the Company shall not be liable hereunder as to matters in respect of which it is determined that you have acted with gross
negligence or in bad faith. You shall have no liability to the Company in respect to any action taken or any failure to act in
respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to rely in this regard
on the advice of counsel.


 


The
Board of Directors of the Company has approved this Irrevocable Transfer Instruction Agreement including the irrevocable instructions
and does hereby extend the Company’s irrevocable agreement to indemnify the Transfer Agent for all loss, liability or expense
in carrying out the authority and direction herein contained on the terms herein set forth.


 


All
processing fees will be expected and payable upon receipt of the request from the presenter of such request. The Company and Investor
understand and agree that the Transfer Agent’s fee schedule is subject to change and the Company agrees to pay the full
amount of any such conversion according to the Transfer Agent fee schedule then in force. The Transfer Agent agrees not to increase
the Investor Conversion Payment.


 


The
Company agrees that the Transfer Agent may resign as the Company’s transfer agent. In that event, or if the Company terminates
you, you reserve the right to and may complete any issuance or transfer requests then pending. The Company shall engage a suitable
replacement transfer agent that will agree to serve as transfer agent for the Company and be bound by the terms and conditions
of these Irrevocable Instructions within five business days. If the Company decides to terminate the Transfer Agent, 30 days’
notice of termination must be given to the Transfer Agent prior to termination. The Transfer Agent agrees to notify the Investor
within five days of receiving such notice of termination. The Transfer Agent shall abide by the obligations under this Agreement
during the 30-day termination period.


 


The
Company hereby authorizes the issuance of such number of shares under the terms of the Note and Warrants and any such shares shall
be considered fully paid and non-assessable at the time of their issuance. The Company and the Investor agree that you will be
notified in writing by the Company and the Investor when the Note has been fully converted and if there are any remaining shares
in the reservation that are to be released and returned to the Company’s authorized shares.


 


The
Investor and Company expressly understand and agree that nothing in this Irrevocable Transfer Instruction Agreement shall require
or be construed in any way to require the Transfer Agent, in its sole discretion, to do, take or not do or take any action that
would be contrary to any court order, any Federal or State law, rule, or regulation including but expressly not limited to both
the 1933 Act and the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder by the Securities and Exchange
Commission, or the transfer agent agreement with the Company.


 


The
Company hereby directs you, upon request by the Investor to immediately provide any capitalization structure information pertaining
to the number of common shares of the Company that are issued and outstanding and the amount reserved for the Investor without
any further action or confirmation by the Company.


 




    	20



    	 



    

 


Adhera
Therapeutics, Inc.


 


_________________________________


_________________________________


 


__________________________
[Transfer Agent]


 


_________________________________


_________________________________


 


	Pinz
    Capital Special Opportunities Fund LP	 
	 	 
	By:
    	 	 
	 	Matthew
Pinz, Managing Member	 


 




    	21



    	 



    

 


 


SCHEDULE
1


 


PERMITTED
INDEBTEDNESS


 


Permitted
Indebtedness:


 


	 	●	The
    indebtedness evidenced by the Secured Promissory Notes in the aggregate principal amount of approximately $5.7 million that
    the company issued between June 28, 2019 and August 5, 2019.
	 	●	The
    indebtedness evidenced by the note issued to Cavalry Fund I LP on or about February 6, 2020, June 26, 2020 and October 30,
    2020.
	 	●	The
    indebtedness to be evidence by this Note.


 




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