Exhibit
10.8


 


EXECUTION
COPY


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2022, between Capstone Technologies
Group, Inc., a Nevada corporation (the “Company” or the “Parent”), and the undersigned Purchaser
(including its successors and assigns, a “Purchaser”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and a substantially similar Securities Purchase Agreement dated at
or about the date hereof, and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desire to purchase
from the Company for cash and other valuable consideration, Securities of the Company as defined and described more fully in this Agreement;


 


NOW,
THEREFORE, in consideration of the representations, warranties and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I DEFINITIONS


 


I.1
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in
this Section 1.1:


 


“Affiliate”
means each Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or any Affiliate
of such Person. For purpose of this definition, “control” and related words are used as such terms are used in and construed
under Rule 405 of the Securities Act, including, among others, executive officers, directors, large stockholders, subsidiaries, parent
entities and sister companies. Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the Company Parties
and their Subsidiaries, on the other hand, shall not be considered “Affiliates” of each other.


 


“AML/CTF
Regulation” has the meaning ascribed to such term in Section 3.1(kk).


 


“BHCA”
has the meaning ascribed to such term in Section 3.1(gg). “Board of Directors” means the board of directors
of the Company.


 


“Business
Day” means any day except Saturdays, Sundays, any day that is a federal holiday in the United States and any day on which the
Federal Reserve Bank of New York is not open for business.


 


“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on
the balance sheet of that Person.


 


“Capital
Stock” means all shares of capital stock (whether denominated as common stock or preferred 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.


 




    	 



     


    

 


“Closing
Date” means the Trading Day on which, or next following the day on which, all of the Transaction Documents required to be executed
or delivered prior to the Closing have been executed and delivered by the applicable parties thereto and all other conditions precedent
to (i) each Purchaser’s obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities,
in each case, have been satisfied or waived.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.3.


 


“Banks”
means the Senior Lender to which the rights and obligations of the parties hereunder are second to and subordinate to, and those banks
which may loan money to the Company subsequent to the Closing Date of this Agreement, under terms which do not include provisions allowing
such banks to convert such loans into the Company’s capital stock to (together with its successors and assigns).


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, any Capital Stock into which such shares of common
stock shall have been changed, and any share capital resulting from a reclassification of such common stock.


 


“Common
Stock Equivalents” means any securities of any Company Party which would entitle the holder thereof to acquire at any time
Common Stock, including whether or not presently convertible, exchangeable or exercisable, 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 purchase, subscribe or otherwise receive, Common Stock.


 


“Company
Party” means each of the Company and its Subsidiaries.


 


“Company
Covered Person” has the meaning ascribed to such term in Section 3.1(ll).


 


“Consents”
means any approval, consent, authorization, notice to, or any other action by, any Person other than any Governmental Authority.


 


“Contractual
Obligation” means, with respect to any Person, any provision of any security or similar instrument issued by such Person or
of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (other than a Transaction Document)
to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.


 


“Conversion
Price” has the meaning ascribed to such term in the Notes. “Conversion Shares” has the meaning ascribed
to such term in the Notes.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement. For purposes of this definition, cryptocurrencies shall be considered currencies.


 


“Derivative”
means any Interest Rate Agreement, Currency Agreement, futures or forward contract, spot transaction, commodity swap, purchase or option
agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return swap, any
other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement designed to alter
the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values, insurance, catastrophic
losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes of this definition,
“derivative instrument” means “any derivative instrument” as defined in Statement of Financial Accounting Standards
No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting Standards Board, and
any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such statement.


 




    	 



     


    




 


“Disclosure
Schedule” means a schedule disclosing detailed information about the Company Parties and in form and substance satisfactory
to the Purchaser on the Closing Date, together with any update on any information in such certificate required to be given and given
in accordance with any Transaction Document.


 


“Disqualification
Event” has the meaning ascribed to such term in Section 3.1(ll). “Dollars” and the sign “$”
each mean the lawful money of the United States of America. “Evaluation Date” has the meaning ascribed to such
term in Section 3.1(o).


 


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


 


“Exchange
Transaction” has the meaning ascribed to such term in Section 4.11(b).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors
or consultants of the Company Parties; provided, that such issuance is approved by a majority of the non-employee and disinterested
members of the Board of Directors of the Company; (b) shares of Common Stock, warrants or options to advisors or independent contractors
of any Company Party for compensatory purposes, (c) securities upon the exercise or exchange of or conversion of any Securities issued
hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on
the date hereof and set forth in the Disclosure Schedules, provided, that such securities have not been amended since the date
hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities,
(d) securities issuable pursuant to any contractual anti-dilution obligations of the Company in effect as of the date hereof and set
forth in the Disclosure Schedules, provided, that such obligations have not been materially amended since the date of hereof,
and (e) securities issued pursuant to any other strategic transactions approved by a majority of the disinterested members of the Board
of Directors; provided, that such other strategic transactions shall not include a transaction in which the Company is issuing
securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and have no
registration rights.


 


“Exercise
Price” shall have the meaning ascribed to such term in the Warrants. “Federal Reserve” has the meaning ascribed
to such term in Section 3.1(gg).


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time, applied consistently throughout the periods
referenced and consistently with (a) the principles and standards set forth in the opinions and pronouncements of the Financial Accounting
Standards Board or any successor entity, (b) to the extent consistent with such principles, generally accepted industry practices and
(c) to the extent consistent with such principles and practices, the past practices of the Company as reflected in its financial statements
delivered to the Purchaser.


 




    	 



     


    

 


“Governmental
Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof,
any municipality, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing, including any central bank stock exchange regulatory body arbitrator,
public sector entity, supra- national entity (including the European Union and the European Central Bank) and any self- regulatory organization
(including the National Association of Insurance Commissioners).


 


“Indebtedness”
means, with respect to any Person at any date, without duplication, the following:


 


(a)
all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or
services other than accounts payable and accrued liabilities incurred in respect of property or services purchased in the ordinary course
of business (provided, that such accounts payable and accrued liabilities are not overdue by more than 180 days), (c) all obligations
of such Person evidenced by notes, bonds, debentures or similar borrowing or securities instruments, (d) all obligations of such Person
created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (e)
all obligations of such Person as lessee under Capital Leases, (f) all reimbursements and all other obligations of such Person with respect
to (i) letters of credit, bank guarantees or bankers’ acceptances contingent or otherwise, or (ii) surety, customs, reclamation,
performance or other similar bonds, (g) all obligations of such Person secured by Liens on the assets of such Person, (h) all Guaranty
Obligations of such Person, (i) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Capital Stock, Stock Equivalent (valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation
preference and its involuntary liquidation preference plus accrued and unpaid dividends) or any warrants, rights or options to acquire
such Capital Stock, (j) after taking into account the effect of any legally-enforceable netting Contractual Obligation of such Person,
all payments that would be required to be made in respect of any Derivative in the event of a termination (including an early termination)
on the date of determination and (k) all obligations of another Person of the type described in clauses (a) through (j) secured by (or
for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on the assets of such
Person (whether or not such Person is otherwise liable for such obligations of such other Person).


 


“Initial
Principal Amount” means, as to any Purchaser, the principal amount of the Note of such Purchaser set forth on Schedule I.


 


“Intellectual
Property Rights” means, collectively, all copyrights, patents, trademarks, service marks and trade names all applications for
any of the foregoing, together with: (i) all inventions, processes, production methods, proprietary information, know-how and trade secrets;
(ii) all licenses or user or other agreements granted with respect to any of the foregoing, in each case whether now or hereafter owned
or used; (iii) all customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded
knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs,
computer and automatic machinery software and programs; (iv) all field repair data, sales data and other information relating to sales
or service of products now or hereafter manufactured; (v) all accounting information and all media in which or on which any information
or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information,
knowledge, records or data; (vi) all applications for any of the foregoing and (vii) all causes of action, claims and warranties, in
each case, now or hereafter owned or acquired in respect of any item listed above.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.


 




    	 



     


    




 


“Legend
Removal Date” has the meaning ascribed to such term in Section 4.1(c).


 


“Liabilities”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to any Purchaser or any other Purchaser Party, whether direct or indirect, joint or several, absolute or contingent,
due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter arising and however created, acquired
(regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument or for the payment of money
and whether arising under Contractual Obligations, Regulations or otherwise, including, without duplication, (i) the principal amount
due of the Note, (ii) all other amounts, fees, interest (including any prepayment premium), commissions, charges, costs, expenses, attorneys’
fees and disbursements, indemnities, reimbursement of amounts paid and other sums chargeable to the Company under the Note, this Agreement
or any other Transaction Document (including attorneys’ fees) or otherwise arising under any Transaction Document and (iii) all
interest on any item otherwise qualifying as a “Liability” hereunder, whether or not accruing after the filing of any petition
in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not a claim for post-filing or
post- petition interest is allowed in such proceeding.


 


“License
Agreement” has the meaning ascribed to such term in Section 3.1(m).


 


“Lien”
means any lien (statutory or other) mortgage, pledge, hypothecation, assignment, security interest, encumbrance, charge, claim, right
of first refusal, preemptive right, restriction on transfer or similar restriction or other security arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement and any capital or financing lease having substantially
the same economic effect as any of the foregoing.


 


“Losses”
means all liabilities, rights, demands, covenants, duties, obligations (including indebtedness, receivables and other contractual
obligations), claims, damages, Proceedings and causes of actions, settlements, judgments, damages, losses (including reductions in yield),
debts, responsibilities, fines, penalties, sanctions, commissions and interest, disbursements, Taxes, interest, charges, costs, fees
and expenses (including fees, charges, and disbursements of financial, legal and other advisors, consultants and professionals and, if
applicable, any value-added and other taxes and charges thereon), in each case of any kind or nature, whether joint or several, whether
now existing or hereafter arising and however acquired and whether or not known, asserted, direct, contingent, liquidated, due, consequential,
actual, punitive or treble.


 


“Material
Adverse Effect” means material adverse effect on, or change in, (a) the legality, validity or enforceability of any portion
of any Transaction Document, (b) the operations, assets, business, prospects or condition (financial or otherwise) of any Company Party,
(c) the ability of any Company Party to perform on a timely basis its obligations under any Transaction Document for any reason whatsoever,
whether foreseen or unforeseen, including due to pandemic, acts of a Governmental Authority, interruption of transportation systems,
strikes, terrorist activities, interruptions of supply chains or acts of God, or (d) the perfection or priority of any Liens granted
to any Purchaser Party under any Transaction Document.


 


“Maximum
Rate” has the meaning ascribed to such term in Section 5.12.


 


“Note”
means each 7.5% Secured Convertible Promissory Note, in the form attached hereto as Exhibit A and otherwise in form and substance
satisfactory to the Purchaser on the Closing Date, issued by the Company to each Purchaser hereunder and as of the Closing Date.


 


“Notice
of Conversion” has the meaning ascribed to such term in Section 4.5.


 




    	 



     


    

 





“OFAC”
has the meaning ascribed to such term in Section 3.1(ee).


 


“Optional
Redemption” has the meaning ascribed to such term in Section 6 of the Note, and applies only to the Company’s right to
redeem all or a portion of the Note, subject to the procedure and timeframes set forth in Sections 6(a), (b) and (c) therein, and to
the provisions of Schedule 6(a) to the Notes, including the Holder’s right to convert for 72 hours following receipt of the Company’s
Optional Redemption Notice.


 


“Participation
Maximum” has the meaning ascribed to such term in Section 4.13(a).


 


“Permit”
means, with respect to any Person, any permit, filing, notice, license, approval, variance, exception, permission, concession, grant,
franchise, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other Contractual Obligation or
arrangement with, or authorization by, to or under the authority of, any Governmental Authority or pursuant to any Regulation, or any
other action by any Governmental Authority in each case whether or not having the force of law and affecting or applicable to or binding
upon such Person, its Contractual Obligations or arrangements or other liabilities or any of its property or to which such Person, its
Contractual Obligations or any of its property is or is purported to be subject.


 


“Person”
means an individual, sole proprietorship partnership, corporation, incorporated or unincorporated association, limited liability company,
limited liability partnership, joint stock company, land trust, business trust or unincorporated organization, or a government, whether
national, city, federal state, county, city, municipal or otherwise including, without limitation, any instrumentality, division or agency,
department or other subdivision thereof or other entity of any kind.


 


“Pre-Notice”
has the meaning ascribed to such term in Section 4.13(b).


 


“Proceeding”
against a Person means an action, suit, litigation, arbitration, investigation, complaint, dispute, contest, hearing, inquiry, inquest,
audit, examination or other proceeding threatened or pending against, affecting or purporting to affect such Person or its property,
whether civil, criminal, administrative, investigative or appellate, in law or equity before any arbitrator or Governmental Authority.


 


“Pro
Rata Portion” means, with respect to a Purchaser and a group of Purchaser as of a particular date, the ratio of (i) the Subscription
Amount of Securities purchased on or prior to such date by such Purchaser (including, for the avoidance of doubt its predecessors and
assignors) that remain outstanding on such date to (ii) the sum of the aggregate Subscription Amounts of Securities purchased by Purchaser
(including, for the avoidance of doubt, their predecessors and assignors) in such group on or prior to such date that remain outstanding
on such date.


 


“Public
Information Failure” has the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” has the meaning ascribed to such term in Section 4.3(b). “Purchaser Party”
has the meaning ascribed to such term in Section 4.9.


 


“Registrable
Securities” means, as of any date of determination, (a) all of the Conversion Shares then issued and issuable upon conversion
in full of the Notes (assuming on such date the Notes are converted in full without regard to any conversion limitations therein), (b)
all shares of Common Stock issued and issuable as interest or principal on the Notes (without giving effect to any limitations on conversion
set forth in the Notes) assuming all interest and principal payments are made in shares of Common Stock and the Notes are held until
maturity and one year thereafter, (c) any additional shares of Common Stock issued and issuable in connection with any anti-dilution
provisions in the Notes (without giving effect to any limitations on conversion set forth in the Notes), (d) all of the Exercise Shares
then issued and issuable upon exercise in full of the Warrants (assuming on such date the Warrants are exercised in full without regard
to any exercise limitations therein), (e) any additional shares of Common Stock issued and issuable in connection with any anti-dilution
provisions in the Warrants (without giving effect to any limitations on exercise set forth in the Warrants),and (f) any securities issued
or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.


 




    	 



     


    




 


“Regulation”
means, all international, federal, state, provincial and local laws (whether civil or common law or rule of equity and whether U.S.
or non- U.S.), treaties, constitutions, statutes, codes, tariffs, rules, guidelines, regulations, writs, injunctions, orders, judgments,
decrees, ordinances and administrative or judicial precedents or authorities, including, in each case whether or not having the force
of law, the interpretation or administration thereof by any Governmental Authority, all policies, recommendations or guidance of any
Governmental Authority and all administrative orders, directed duties, directives, requirements, requests.


 


“Related
Parties” of any Person means such Person, (i) each Affiliate of such Person, (ii) each Person that, directly or indirectly,
owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Capital Stock having ordinary
voting power in the election of directors of such Person or such Affiliate, (iii) each of such Person’s or such Affiliate’s
officers, managers, directors, joint venture partners, partners and employees (and any other Person with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title or classification as a contractor under employment
Regulations), (iv) any lineal descendants, ancestors, spouse or former spouses (as part of a marital dissolution) of any of the foregoing,
(v) any trust or beneficiary of a trust of which any of the foregoing are the sole trustees or for the benefit of any of the foregoing.
Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the Company Parties and their Subsidiaries, on
the other hand, shall not be considered “Related Parties” of each other.


 


“Required
Filings” means (a) any filing required pursuant to Section 4.3 or 4.14, (b) the notice and/or application(s)
to each applicable Trading Market for the issuance and sale of the Securities and, if and as applicable, the listing of the Conversion
Shares or Warrant Shares for trading thereon in the time and manner required thereby and (c) the filing of Form D with the Commission
and such filings as are required to be made under applicable state securities laws.


 


“Required
Minimum” means, as of any date, two (2) times the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any (a) Conversion Shares issuable upon conversion of the Notes,
ignoring any conversion limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination
100% of the then Conversion Price and (B) Warrant Shares issuable upon exercise of the Warrants, ignoring any exercise limits set forth
therein, and assuming that the Exercise Price is at all times on and after the date of determination 100% of the then Exercise Price.


 


“Restricted
Payment” means, for any Person, (a) any dividend, stock split or other distribution, direct or indirect (including by way of
spin off, reclassification, corporate rearrangement, scheme of arrangement or similar transaction), on account of, or otherwise to the
holder or holders of, any shares of any class of Capital Stock of such Person now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other for value, direct or indirect, of any shares of any class of Capital Stock of such
Person by such Person or any Affiliate thereof now outstanding and (c) other than the payments made to retire or to obtain the surrender
of the Stock Equivalents in connection with the Management Buy-Out referenced in the Disclosure Schedule and in an aggregate amount not
to exceed $5,000,000, any payment made to retire, or to obtain the surrender of, any Stock Equivalents now or hereafter outstanding;
provided, that, for the avoidance of doubt, (i) a cashless exercise of an employee stock option in which options are cancelled
to the extent needed such that the “in-the-money” value of the options (i.e. the excess of market price over exercise price)
that are cancelled is utilized to pay the exercise price, and applicable taxes, shall not be a “Restricted Payment”
and (ii) a distribution of rights (including rights to receive assets) or options shall constitute a “Restricted Payment”.


 




    	 



     


    




 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Sanctioned
Jurisdiction” means, at any time, a country, territory or geographical region that is subject to, the target of, or purported
to be subject to, Sanctions Laws.


 


“Sanctions
Laws” means all applicable Regulations concerning or relating to economic or financial sanctions, requirements or trade embargoes
imposed, administered or enforced from time to time by OFAC, including the following (together with their implementing regulations, in
each case, as amended from time to time): the International Security and Development Cooperation Act (ISDCA) (22 U.S.C. §23499aa-9
et seq.); the Patriot Act; and the Trading with the Enemy Act (TWEA) (50 U.S.C. §5 et seq.).


 


“Sanctioned
Person” means (a) any Person that is listed in the annex to, or otherwise subject to the provisions of, Executive Order 13224
– Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism, effective
October 24, 2001; (b) any Person that is named in any Sanctions Laws-related list maintained by OFAC, including the “Specially
Designated National and Blocked Person” list; (c) any Person or individual located, organized or resident or determined to be resident
in a Sanctioned Jurisdiction that is, or whose government is, the target of comprehensive Sanctions Laws; (d) any organization or Person
directly or indirectly owned or controlled by any such Person or Persons described in the foregoing clauses (a) through (c); and (e)
any Person that commits, threatens or conspires to commit or supports “terrorism”,” as defined in applicable United
States Regulations.


 


“Securities”
means the Notes, Warrants, the Conversion Shares, and the Warrant Shares.


 


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


 


“Shell
Company” means an entity that fits within the definition of “shell company” under Section 12b-2 of the Exchange
Act and Rule 144.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 




    	 



     


    

 


“Stock
Equivalents” means all securities and/or Indebtedness convertible into or exchangeable for Capital Stock or any other Stock
Equivalent and all warrants, options, scrip rights, calls or commitments of any character whatsoever, and all other rights or options
or other arrangements (including through a conversion or exchange of any other property) to purchase, subscribe for or acquire, any Capital
Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.


 


“Subscription
Amount” means, as to any Purchaser, the aggregate amount to be paid for the Notes purchased hereunder as specified on Schedule
I.


 


“Subsequent
Financing” has the meaning ascribed to such term in Section 4.13. “Subsequent Financing Notice” has
the meaning ascribed to such term in Section 4.13(b).


 


“Subsidiary”
means (a) any subsidiary of the Company, and (b) any Person (other than natural persons) the management of which is, directly or indirectly,
controlled by, or of which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, owned or controlled, directly
or indirectly, by such Person or one or more Subsidiaries of such Person.


 


“Taxes”
means any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise
taxes now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions
to tax and similar liabilities with respect thereto, but excluding, in the case of any Purchaser, taxes imposed on or measured by the
net income or overall gross receipts of such Purchaser.


 


“Third
Party Exchange Transfer” has the meaning ascribed to such term in Section 4.11(b).


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock will, in accordance with the terms hereof,
be listed or quoted for trading on the date in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the
Nasdaq Global Select Market; the New York Stock Exchange; OTC Markets; the OTC Bulletin Board or the OTC Markets Group Inc. PINK (or
any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrant, the Transfer Agent Instruction Letters, the Registration Rights Agreement, the
Security Agreement, Guaranty and any other documents or agreements executed in connection with the transactions contemplated hereunder.,
and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or other comparable or similar
laws, rules or regulations) in favor of the Purchaser as secured parties perfecting all Liens the Purchaser have on the collateral (which
security interests and Liens of the Purchaser shall be senior to all Indebtedness of the Company), and such other documents, instruments,
certificates, supplements, amendments, exhibits and schedules required and/or attached pursuant to this Agreement and/or any of the above
documents, and/or any other document and/or instrument related to the above agreements, documents and/or instruments, and the transactions
hereunder and/or thereunder and/or any other agreement, documents or instruments required or contemplated hereunder or thereunder, whether
now existing or at any time hereafter arising.


 




    	 



     


    

 


“Transfer
Agent” means Empire Stock Transfer and any successor transfer agent for the Company’s Common Stock, which has been agreed
to in writing by the Purchaser.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent, duly acknowledged and agreed by the Transfer
Agent, which instructs the Transfer Agent to issue the Conversion Shares or the Warrant Shares pursuant to the Transaction Documents,
in form attached hereto as Exhibit D and otherwise in form and substance satisfactory to the Purchaser on the Closing Date.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, that, in the event that,
by reason of mandatory provisions of any applicable Regulation, the attachment, perfection or priority of any security interest in any
collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall
mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.


 


“Variable
Rate Transaction” has the meaning ascribed to such term in Section 4.11(a).


 


“Voting
Stock” means Capital Stock of any Person (i) having ordinary power to vote in the election of any member of the board of directors
or any manager, trustee or other controlling persons of such Person (irrespective of whether, at the time, Capital Stock of any other
class or classes of such entity shall have or might have voting power by reason of the happening of any contingency) and (ii) any Capital
Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of such Person
described in clause (i) of this definition.


 


“Warrants”
means the warrants to purchase up to 2,687,500 shares of Common Stock in the form attached as Exhibit B to this Agreement.


 


“Warrant
Shares” shall have the meaning ascribed to such term in the Warrants.


 


ARTICLE
II PURCHASE AND SALE


 


II.1
Purchase. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Purchaser will purchase an aggregate of (a) $5,000,000 in Subscription
Amount of Notes, which Subscription Amount shall correspond to an aggregate of $5,375,000 in Initial Principal Amount of Notes to reflect
an original issue discount of seven and one half percent (7.5%) and (b) the Warrants. The purchase will be completed in a single tranche
as provided herein.


 


II.2
Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser agrees,
severally and not jointly, to purchase, at the Closing a Note having a principal amount equal to the Initial Principal Amount applicable
to such Purchaser, as set forth on Schedule I and the Warrants as set forth on Schedule I. At the Closing, such Purchaser
shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available Dollars equal to such
Purchaser’s Subscription Amount, and the Company shall deliver to such Purchaser its Notes and Warrants, as set forth in Section
2.3(a), and the Company and such Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such Closing
shall occur remotely by electronic exchange of Closing documentation. Notwithstanding anything herein to the contrary, if the Closing
Date does not occur within five (5) Business Days of the date hereof, this Agreement shall terminate and be null and void.


 




    	 



     


    

 


It
is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end,
the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions
under the Transaction Documents. If all of the transactions contemplated by the Transaction Documents do not close as contemplated hereby
and thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, at its sole option and in its
sole discretion, may terminate this Agreement on notice to the Company with respect to such Purchaser. In such event, the Company shall
be obligated to fulfill its covenants hereunder, including, without limitation, its indemnification obligations and obligation to pay
Purchaser’ fees and expenses, which by their terms survive the termination of this Agreement.


 


II.3
Deliveries.




 


(a)
Deliveries to Purchaser. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to each
Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to such Purchaser:


 


(i)
this Agreement, duly executed by the Company;




 


(ii)
a final Disclosure Schedule, duly executed by the Company;




 


(iii)
a Note for such Purchaser duly executed by the Company with an aggregate Initial Principal Amount equal to the amount set forth on Schedule
I, registered in the name of such Purchaser;


 


(iv)
the Warrants for such Purchaser duly executed by the Company registered in the name of such Purchaser;


 


(v)
the Transfer Agent Instruction Letters, duly executed by the Transfer Agent in addition to the Company;


 


(vi)
the Security Agreement and Guaranty;




 


(vii)
the Registration Rights Agreement;




 


(viii)
legal opinions of counsel to the Company (including local counsel as may be requested by such Purchaser) in form and substance acceptable
to such Purchaser; an officer’s certificate and compliance certificate from each Company Party, each in form and substance acceptable
to such Purchaser; and


 


(ix)
a closing statement, in form and substance acceptable to such Purchaser, and such other opinions, statements, agreements and good standing
certificates, and other documents as such Purchaser may require.


 


(b)
Deliveries to the Company. On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company, as
applicable, the following, each duly executed by such Purchaser and dated as of the Closing Date:


 


(i)
this Agreement;




 


(ii)
the Transfer Agent Instruction Letters, duly executed by the Purchaser;




 


(iii)
;the Security Agreement duly executed by the Purchaser


 






    	 



     


    

 


(iv)
the Registration Rights Agreement duly executed by the Purchaser; and




 


(v)
the Purchaser’s Subscription Amount for the Note and the Warrant being purchased by such Purchaser at the Closing by wire transfer
to the account specified in writing by the Company.


 


II.4
Closing Conditions.




 


(a) Conditions
to the Company’s Obligations. The obligations of the Company pursuant to Section 2.2 in connection with the Closing
are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before the Closing Date:


 


(i) the
transactions contemplated by the Transaction Documents have closed in accordance with their respective terms;


 


(ii) the
representations and warranties of each Purchaser contained herein shall be true and correct as of the Closing Date (unless expressly
made as of an earlier date herein in which case they shall be accurate as of such date);


 


(iii) all
obligations, covenants and agreements required to be performed by any Purchaser on or prior to the Closing Date (other than the obligations
set forth in Section 2.3 to be performed at the Closing) shall have been performed; and


 


(iv) the
delivery by each Purchaser of the items such Purchaser is required to deliver prior to the Closing Date pursuant to Section 2.3(b).


 


(b) Conditions
to each Purchaser’s Obligations. The respective obligations of each Purchaser and pursuant to Section 2.2 in connection
with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before
the Closing Date, both before and after giving effect to the Closing:


 


(i) the
transactions contemplated by the Transaction Documents have closed in accordance with their respective terms without waiver or amendment
unless approved by each Purchaser;


 


(ii) the
representations and warranties of each Company Party contained in any Transaction Document shall be true and correct as of the Closing
Date in all respects (without regard to any materiality qualifier) (unless expressly made as of an earlier date herein in which case
they shall be accurate as of such date);


 


(iii) all
obligations, covenants and agreements required to be performed by any Company Party or any on or prior to the Closing Date pursuant to
any Transaction Document (other than the obligations set forth in Section 2.3 to be performed at the Closing) shall have been
performed;


 


(iv) the
delivery by each Company Party of the items such Company Party is required to deliver on or prior to the Closing Date pursuant to Section
2.3(a);


 


(v)
Purchaser’s due diligence has been completed to its satisfaction;


 






    	 



     


    

 


(vi) there
shall exist no Event of Default (as defined in theNotes) and no event which, with the passage of time or the giving of notice, would
constitute an Event of Default;


 


(vii) there
shall be no breach of any obligation, covenant or agreement of any Company Party under the Transaction Documents and no existing event
which, with the passage of time or the giving of notice, would constitute such a breach;


 


(viii) no
Material Adverse Effect shall have occurred from the date hereof through the Closing Date


 


(ix) no
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation of
any of the transactions contemplated by the Transaction; Documents;


 


(x) from
the date hereof through the Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or the
Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported
by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak, including, without limitation, a pandemic, or escalation of hostilities
or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market
which, in each case, in the reasonable judgment of such Purchaser, and without regard to any factors unique to such Purchaser, makes
it impracticable or inadvisable to purchase the Securities at the Closing;


 


(xi) the
Company meets the current public information requirements under Rule 144 in respect of the Conversion Shares or the Warrant Shares and
or any other Registrable Securities or other shares of Common Stock issuable under the Notes or the Warrants; and


 


(xii) any
other conditions contained herein or the other Transaction Documents, including delivery of the items that any Company Party is required
to deliver on or prior to the Closing Date pursuant to Section 2.3.


 


ARTICLE
IIIREPRESENTATIONS AND WARRANTIES


 


III.1 Representations
and Warranties of the Company Parties. The Company hereby makes the following representations and warranties, (which representations
and warranties encompass Subsidiary as a Subsidiary and the Company Party) and include each such representation and warranty by Subsidiary,
in any document or agreement delivered and deliverable by the foregoing in connection with the , as if fully set forth herein, except
to the extent modified in this Agreement makes the following representations and warranties as, and to the extent applicable to, such
Company Party) to each Purchaser as of the Closing Date as to each Company Party, each subject to the exceptions set forth in the Disclosure
Schedule, which Disclosure Schedule is deemed a part hereof and qualifies any representation or otherwise made herein to the extent of
the disclosure contained in the corresponding section of the Disclosure Schedule: (but in no event shall qualify any indemnity obligation
of the Company Parties hereunder):


 


(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth in Section 3.1(a) of the Disclosure Schedule. The Company
owns, directly or indirectly, all of the Capital Stock and Stock Equivalents of each Subsidiary free and clear of any Liens and all of
the issued and outstanding shares of Capital Stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities.


 




    	 



     


    

 


(b) Organization
and Qualification. Each Company Party is a Person having the corporate form listed in Section 3.1(b) of the Disclosure Schedule,
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization listed in Section 3.1(b)
of the Disclosure Schedule and is duly qualified or licensed to transact business in its jurisdiction of organization, the jurisdiction
of its principal place of business, any other jurisdiction where such qualification is necessary to conduct its business or own the property
it purports to own, except where the failure to do so would not have a Material Adverse Effect – and no Proceeding exists or has
be instituted or threatened in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification. Each Company Party has the right, power and authority to enter into and discharge all of its obligations
under each Transaction Document to which it purports to be a party, each of which constitutes a legal, valid and binding obligation of
such Company Party, enforceable against it in accordance with its terms, subject only to bankruptcy and similar Regulations affecting
creditors’ rights generally; and has the power, authority, Permits and Licenses to own its property and to carry on its business
as presently conducted. No Company Party is engaged in the business of extending credit (which shall not include intercompany credit
among the Company Parties) for the purpose of purchasing or carrying margin stock or any cryptocurrency, token or other blockchain asset.


 


(c) Authorization;
Enforcement. The execution, delivery, performance by each Company Party of its obligations, and exercise by such Company Party of
its rights under the Transaction Documents, including, if applicable, the sale of Notes, Warrants and other securities under this Agreement,
(i) have been duly authorized by all necessary corporate actions of such Company Party, (ii) except for the Required Filings and the
consent of Banks, which shall have been obtained prior to execution of this Agreement, do not require any Consents or Permits that have
not been obtained prior to the date hereof and each such Permit or Consent is in full force and effect and not subject of any pending
or, to the best of any Company Party’s knowledge, threatened, attack or revocation, (iii) are not and will not be in conflict with
or prohibited or prevented by or create a breach under (A) except for those that do not have a Material Adverse Effect, any Regulation
or Permit, (B) any corporate governance document or resolution or (C) except for those that do not have a Material Adverse Effect, any
Contractual Obligation or provision thereof binding on such Company Party or affecting any property of such Company Party and (iv) will
not result in the imposition of any Liens except for the benefit of the Purchaser. Upon execution and delivery thereof, each Transaction
Document to which such Company Party purports to be a party shall constitute the legal, valid and binding obligation of such Company
Party, enforceable against such Company Party in accordance with its terms.


 


(d) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents. The Conversion Shares and the Warrant Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly
authorized Capital Stock a number of shares of Common Stock for issuance of the Conversion Shares and the Warrant Shares at least equal
to the Required Minimum on the date hereof or as provided for in Section 4.10(a).





 




    	 



     


    

 


(e) Capitalization.
The capitalization of the Company is as set forth in Section 3.1(e) of the Disclosure Schedule, which also includes the number
of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not
issued any Capital Stock or Stock Equivalent since its most recently filed periodic report under the Exchange Act except (i) as set forth
in Section 3.1(e) of the Disclosure Schedule, (ii) for the issuance of shares of Common Stock to employees pursuant to the Company’s
employee stock purchase plans and (iii) pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the
date of the most recently filed periodic report under the Exchange Act as set forth in Section 3.1(e) of the Disclosure Schedule.
No Person has anyright of first refusal, preemptive right, right of participation, or any similar right to participate in, or triggered
by, the transactions contemplated by the Transaction Documents (including the issuance of the Conversion Shares upon conversion of the
Notes and the issuance of the Warrant Shares upon exercise of the Warrants in accordance with their respective terms) as set forth in
Section 3.1(e) of the Disclosure Schedule. There are no outstanding securities or instruments of the Company or any Subsidiary
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any
stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. There are no outstanding
Stock Equivalents with respect to any shares of Common Stock, and there are no Contractual Obligations by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents except as set forth in Section 3.1(e)
of the Disclosure Schedule. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock
or any other securities to any Person (other than to any Purchaser) and will not result in a right of any holder of securities issued
by any Company Party to adjust the exercise, conversion, exchange or reset price under any Stock Equivalent, except as set forth in Section
3.1(e) of the Disclosure Schedule. All of the outstanding shares of Capital Stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all securities Regulations, and no such outstanding share was issued
in violation of any preemptive right or similar or other right to subscribe for or purchase securities or any other existing Contractual
Obligation. No further approval or authorization of any stockholder or the Board of Directors, and no other Permit or Consent (other
than with respect to Banks, which shall have been obtained prior to the execution of this Agreement) is required for the issuance and
sale of the Securities. There are no stockholders’ agreements, voting agreements or other similar Contractual Obligations with
respect to the Company’s Capital Stock or Stock Equivalents to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders or other equity investors.


 


(f) Financial
Statements. Section 3.1(f)(1) of the Disclosure Schedule contains the audited consolidated balance sheets, statements of operations
and statements of cash flows (the “Audited Financial Statements”) of certain of the Company and the Subsidiaries
as at and for the annual periods ended August 31, 2021 and 2020. Section 3.1(f)(2) of the Disclosure Schedule contains the unaudited
consolidated balance sheets, statements of operations and statements of cash flows (the “Unaudited Financial Statements”)
of the Company and the Subsidiaries as at and for the nine month period ended February 28, 2021. The Audited Financial Statements and
the Unaudited Financial Statements, are hereinafter sometimes collectively referred to as the “Financial Statements.”
The Financial Statements have been prepared from the books and records of the Company and the Subsidiaries and in conformity with GAAP,
consistently applied, except in each case as described in the notes thereto and as set forth on the Sections of Disclosure Schedules
set forth above, In addition, the Financial Statements of the Company comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of preparation and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to customary and immaterial year-end
audit adjustments. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off-balance
sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed.


 


(g) Material
Adverse Effects; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements delivered
to the Purchaser: (i) there has been no event that has had, or could reasonably be expected to result in, a Material Adverse Effect,
(ii) no Company Party has incurred any Indebtedness or other liability (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required by GAAP to be reflected
in the Company’s financial statements and not required to be disclosed in filings made with the Commission and (C) Indebtedness
in favor of Banks; (iii) no Company Party has altered its fiscal year or accounting methods; (iv) no Company Party has declared or made
any Restricted Payment or entered in any Contractual Obligation to do so, (v) no Company Party has issued any Capital Stock to any officer,
director or other Affiliate, and (vi) there has been no event, prospects, liability, fact, circumstance, occurrence or development has
occurred or exists or is reasonably expected to occur or exist with respect to any Company Party, their Subsidiaries or their respective
businesses, properties, operations, assets or financial condition, that would be required to be disclosed by any Company Party under
applicable securities Regulations at the time this representation is made or deemed made that has not been publicly disclosed at least
one (1) Trading Day prior to the date that this representation is made.


 




    	 



     


    




 


(h) Litigation.
There is no Proceeding against any Company Party or any Subsidiary of any Company Party or any current or former officer or director
of any Company Party or any Subsidiary of any Company Party in its capacity as such which (i) adversely affects or challenges the legality,
validity or enforceability of any of the Transaction Documents or the Securities, (ii) involves the Commission or otherwise involves
violations of securities Regulations or (iii) could, assuming an unfavorable result, have or reasonably be expected to result in a Material
Adverse Effect, and none of the Company Parties, their Subsidiaries, or any director or officer of any of them, is or has been the subject
of any Proceeding involving a claim of violation of or liability under securities Regulations or a claim of breach of fiduciary duty.
The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
or any Subsidiary under the Exchange Act or the Securities Act.


 


(i) Labor
Relations. There is no (i) no unfair labor practice at any Company Party and there is no unfair labor practice complaint pending
against any Company Party or any Subsidiary of any Company Party or, to their knowledge of any Company Party, threatened against any
of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining
agreement that is so pending against any Company Party or any Subsidiary of any Company Party or to their knowledge threatened against
any of them, (ii) no strike, work stoppage or other labor dispute in existence or to their knowledge threatened involving any Company
Party or any Subsidiary of any Company Party, and (iii) no union representation question existing with respect to the employees of any
Company Party or any Subsidiary of any Company Party, as the case may be, and no union organization activity that is taking place, except
(with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as could not
reasonably likely to have a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of
a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its
Subsidiaries is a party to a collective bargaining agreement. To the knowledge of the Company, the continued service to the Company of
the executive officers of the Company Parties and their Subsidiaries is not, and is not expected to be, in violation of any material
term of any Contractual Obligation in favor of any third party, and does not subject any Company Party or any Subsidiary of any Company
Party to any Loss with respect to any of the foregoing matters.


 


(j) Compliance.
No Company Party and no Subsidiary thereof, except as could not have or reasonably be expected to result in a Material Adverse Effect:
(i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or
both, would result in a default by the Company or any Subsidiary under), nor has any Company Party or any Subsidiary thereof received
notice of a claim that it is in default under or that it is in violation of, any Contractual Obligation (whether or not such default
or violation has been waived); (ii) is in violation of any judgment, decree or order of any Governmental Authority; (iii) is or has been
in violation of any Regulation, and to the knowledge of each Company Party, no Person has made or threatened to make any claim that such
a violation exists (including relating to taxes, environmental protection, occupational health and safety, product quality and safety,
employment or labor matters) or (iv) has incurred, or could reasonably be expected to incur Losses relating to compliance with Regulations
(including clean-up costs under environmental Regulations), nor have any such Losses been threatened.


 




    	 



     


    

 


(k) Permits.
Each Company Party and its Subsidiaries possess all Permits, each issued by the appropriate Governmental Authority, that are necessary
to conduct their respective businesses and which failure to possess could reasonably be expected to result in a Material Adverse Effect
and no Company Party nor any Subsidiary thereof has received any notice of proceedings relating to the revocation or modification of
any such Permit.


 


(ii) Title
to Assets. Each Company Party has good and marketable title in fee simple to all real property owned by it and good title in fee
simple to all personal property owned or purported to be owned by any of them that is material to the business of any Company Party,
in each case free and clear of all Liens except for (i) Liens that do not materially affect the value of any such property and do not
materially interfere with the use made and proposed to be made of such property by the Company Parties, Liens for the payment of federal,
state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither
delinquent nor subject to penalties and (iii) Liens in favor of Banks. Any real property and facilities held under lease by any Company
Party (and any personal property if such lease is material to the business of any Company Party) are held by them under valid, subsisting
and enforceable leases with which the Company Parties party thereto are in compliance.


 


(l) Intellectual
Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party has, or has rights to use,
all Intellectual Property Rights they purport to have or have rights to use, which, in the aggregate for all such Company Party, constitute
all Intellectual Property Rights necessary or required for use in connection with the businesses of the Company Parties as presently
conducted. No Company Party has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated
or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, and,
to the knowledge of each Company Party no event has occurred that permits, or would permit after notice or passage of time or both, the
revocation, suspension or termination of such rights. No Company Party has received, since the date of the latest audited financial statements
included within the delivered to the Purchaser, a written notice of a claim, nor has such a claim been threatened or could reasonably
be expected to be made, and no Company Party otherwise has any knowledge that any slogan or other advertising device, product, process,
method, substance or other Intellectual Property or goods or services bearing or using any Intellectual Property Right presently contemplated
to be sold by or employed by Intellectual Property Right of any Company Party violate or infringe upon the rights of any Person, except
as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of each Company Party, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. Each
Company Party has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Company Party has any Intellectual Property Right registered, or subject to pending applications, in the United States Patent and
Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any
other country, other than those set forth in Section 3.1(m) of the Disclosure Schedule, or has granted any licenses with respect
thereto other than as set forth in Section 3.1(m) of the Disclosure Schedule. Section 3.1(m) of the Disclosure Schedule
also sets forth all Contractual Obligations or other arrangements of any Company Party as in effect on the date hereof pursuant to which
such Company Party has a license or other right to use any Intellectual Property owned by another Person and the dates of the expiration
of such Contractual Obligations or other arrangements (collectively, together with such Contractual Obligations or other arrangements
as may be entered into by any Company Party after the date hereof, the “License Agreements”). All material License
Agreements and related rights are in full force and effect, no default or event of default exists with respect thereto in respect of
the obligations of licensor or with respect to any royalty or other payment obligations of any Company Party or any obligation of any
Company Party with respect to manufacturing standards, quality control or specifications and each such Company Party is in compliance
with the terms thereof in all material respects and no owner, licensor or other party thereto has sent any notice of termination or its
intention to terminate such license or rights.


 




    	 



     


    




 


(m) Transactions
with Related Parties. No Company Party is a party to any Contractual Obligation or other transaction with any Related Party that
is not a Company Party, including (a) Investments by any Company Party in any such other Related Party or Indebtedness owing by or to
any such other Related Party and (b) transfers, sales, leases, assignments or other s or dispositions of any asset, in each case except
for (x) transactions in the ordinary course of business on a basis no less favorable to the Company Parties as would be obtained in a
comparable arm’s length transaction with a Person not a Related Party and (y) salaries and other director or employee or other
staff compensation, including expense reimbursements and employee benefits, of the Company Parties.


 


(o)
Reserved.




 


(p) Certain
Fees. No brokerage or finder’s fees or commissions or similar fees are or will be payable by any Company Party to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. No Purchaser shall have any obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section 3.1(p) that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(q) Private
Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.1(pp), no
registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(r) Investment
Company. No Company Party is, or is an Affiliate of (and, immediately after receipt of payment for the Securities and before and
after giving effect to the use of the proceeds thereof, none will be or be an Affiliate of), an “investment company” within
the meaning of the Investment Company Act of 1940, as amended. Each Company Party shall conduct its business in a manner so that it will
not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.


 


(s) Registration
Rights. No Person has any right to cause any Company Party to effect the registration under the Securities Act of any securities
of any Company Party, except for the Purchaser.


 


(t) Listing
and Maintenance Requirements. The shares of Common Stock are registered pursuant to Section 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to the knowledge of the Company is likely to have the effect of, terminating the registration
of the shares of Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Trading
Market on which the shares of Common Stock are or have been listed or quoted to the effect that the Company is not in compliance with
the listing or maintenance requirements of such Trading Market. The Company is and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements.


 


(u) Application
of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken all necessary action, if any, in
order to render inapplicable any control share , business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable as a result of the Purchaser and the Company fulfilling their respective
obligations or exercising their respective rights under the Transaction Documents, including as a result of the Company’s issuance
of the Securities and the ownership of the Securities by any Purchaser or any Affiliate of any Purchaser.


 




    	 



     


    




 


(v) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, each Company
Party confirms that none of the Company Parties, their Affiliates, or agents or counsel or any other Person acting on behalf of the foregoing
has provided any Purchaser, any Purchaser Party or their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information. The Company understands and confirms that each Purchaser will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosures furnished by or on behalf of any Company Party or any
Affiliate thereof to any Purchaser regarding the Company Parties and their Subsidiaries, their respective businesses and the transactions
contemplated hereby, including the Disclosure Schedule, are true and correct and do not contain any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading. The press releases disseminated by the Company Parties during the twelve (12) months preceding the date
of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and
when made, not misleading. Each Company Party acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1(pp).


 


(w) No
Integrated Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.1(pp),
no Company Party, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated.


 


(x) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchaser and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(y) Foreign
Corrupt Practices. No Company Party and no Related Party of any Company Party, has done any of the following, directly or indirectly
(including through agents, contractors, trustees, representatives and advisors): (i) made contributions or payments of, or reimbursement
for, gifts, entertainment or other expenses, in each case that could reasonably be viewed as unlawful under U.S. or other Regulations
related to foreign or domestic political activity or (ii) made payments to U.S. or other officials, judges, employees or other staff
members of any Governmental Authority or other Persons viewed as government officials under any Regulation or to any foreign or domestic
political parties, elected or union officials or campaigns in order to obtain, retain or direct business or obtain any improper advantage,
and no part of the proceeds of the Notes will be used, directly or indirectly, to fund any such payment; (iii) failed to disclose
fully any contribution or other payment made by any Company Party or any Subsidiary of any Company Party (or made by any person acting
on the behalf of any of the foregoing) which could reasonably be viewed as in violation of U.S. or other Regulations; or (iv) any other
activity in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other Regulation sanctioning or
purporting to sanction bribery, corruption and other improper payments.




    	 



     


    

 


(z) Accountants;
Internal Accounting and Sarbanes Oxley. BF Borgers CPA PC (the “Accountants”) are and have been throughout the
periods covered by the Financial Statements and through the date hereof (a) a registered public accounting firm (as defined in Section
2(a)(12) of the Sarbanes-Oxley Act of 2002), (b) “independent” with respect to the Company within the meaning of Regulation
S-X and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the
Public Company Accounting Oversight Board. Section 3.1(z) of the Disclosure Schedule lists all non-audit services performed by
the Accountants for the Company and/or any of its Subsidiaries. Except as set forth on such Section of the Disclosure Schedule, the report
of the Accountants on the Financial Statements for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion,
or was qualified as to uncertainty, audit scope, or accounting principles. During the Company’s most recent fiscal year and the
subsequent interim periods, there were no disagreements with the Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures. None of the reportable events listed in Item 304(a)(1)(iv) or (v) of Regulation
S-K occurred with respect to the Company. Section 3.1(z) of the Disclosure Schedule contains all management letters and other
communications between the Company and the Accountants. The Company’s next periodic SEC Report is due by no later than March 31,
2022. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the
effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the
most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its
most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no
changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries
that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company
and its Subsidiaries..


 


(aa)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by any Company Party to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to
perform any of its obligations under any of the Transaction Documents.


 


(bb)
Acknowledgment Regarding Purchaser’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser is acting
solely in the capacity of an arm’s length purchaser and not as a part of a group, as such term is defined in Section 13(d) of the
Exchange Act, with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that
no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated thereby and any advice given by any Purchaser, Purchaser Party or any of their respective
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to the Purchaser’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision
to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.


 




    	 



     


    

 


(cc)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding,
it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any
Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other
transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before
or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser
is a party, directly or indirectly, presently may have a “short” position in the Common Stock and (iv) each Purchaser shall
not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.
The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during
the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares
or the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce
the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are being
conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction
Documents.


 


(dd)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.


 


(ee)
.Cybersecurity. (i) There has been no security breach or other compromise of or relating to any of the Company’s or
any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event
or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii)
the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries
have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and
the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have
implemented backup and disaster recovery technology consistent with industry standards and practices.


 


(ff)
.No Cash Payments. Except as disclosed on the Disclosure Schedules, neither the Company, its officers, or any Affiliates or
agents of the Company have withdrawn or paid cash (not including a check or other similar negotiable instrument) to any vendor in an
aggregate amount that exceeds Five Thousand Dollars ($5,000) for any purpose.


 


(gg)
.Regulation M Compliance. The Company has not, and to its knowledge no Company Party, Subsidiary of any Company Party or no
one acting on any of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid
for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person
any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and
(iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.


 




    	 



     


    




 


(hh)
Stock Option Plans. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly
grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(ii)
Sanctions. No Company Party and no Related Party of any Company Party, directly or indirectly (including through agents, contractors,
trustees, representatives or advisors) (a) is in violation of any Sanctions Law or engages in, or conspire or attempts to engage in,
any transaction evading or avoiding any prohibition in any Sanction Law, (b) is a Sanctioned Person or derive revenues from investments
in, or transactions with Sanctioned Persons, (c) has any assets located in Sanctioned Jurisdictions or (d) deals in, or otherwise engages
in any transactions relating to, any property or interest in property blocked pursuant to any Regulation administered or enforced by
the U.S. Office of Foreign Assets Control (“OFAC”). The Borrower will not use, directly or indirectly, any part of
the proceeds of any Note or Warrant hereunder to fund, and none of the Borrower or its Related Parties, either directly or indirectly
(including through agents, contractors, trustees, representatives or advisors), are engaged in any operations involving, the financing
of any investments or activities in, or any payments to, a Sanctioned Person.


 


(jj)
.U.S Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s
request.


 


(kk)
. Bank Holding Company Act and Other Limiting Regulations. No Company Party and no Affiliate of any Company Party is subject
to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the
Federal Reserve System (the “Federal Reserve”). No Company Party and no Subsidiary or Affiliate of any Company Party
owns or controls, directly or indirectly, individually or in the aggregate, five percent (5%) or more of the outstanding shares of any
class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve. No Company Party and no Subsidiary or Affiliate of any Company Party, either individually or in
the aggregate, directly or indirectly, exercise or has the ability to exercise a controlling influence over the management or policies
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. The Company is not an “investment
company” and is not a company “controlled” by an “investment company,” within the meaning of the Investment
Company Act of 1940. The Company is not subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power
Act, the Interstate Commerce Act or the Investment Company Act of 1940 or to any Regulation or Permit limiting the Company’s ability
to incur indebtedness for borrowed money.


 


(ll)
.Promotional Stock Activities. No Company Party and none of its officers, directors, managers, affiliates or agents have engaged
in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the Securities and Exchange
Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting
provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(mm)
.Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company Parties (i) have made or filed all United States federal, state and local income and all foreign
income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) have paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations and (iii) have set aside on their respective books provision reasonably adequate for the payment of all material taxes for
periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company Parties know of no basis for any such
claim.


 




    	 



     


    




 


(nn)
Shell Company Status. The Company has been an issuer subject to Rule 144(i) under the Securities Act., but has not been a shell corporation
since June 30, 2010.


 


(oo)
AML/CTF Regulations. The operations of the Company Parties and their Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and
other applicable money laundering and counter-terrorism financing Regulations (collectively, the “AML/CTF Regulations”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Company
Party or any Subsidiary of any Company Party with respect to any AML/CTF Regulation is pending or, to the knowledge of any Company Party
or any such Subsidiary, threatened.


 


(pp)
.Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation
D promulgated under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of
the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as such term is
defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (as each such term is used
and understood in Rule 506(d) of Regulation D under the Securities Act, each a “Company Covered Person”) is subject
to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation
D under the Securities Act. The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a
Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation
D promulgated under the Securities Act and has furnished to the Purchaser a copy of any disclosures provided thereunder. The Company
will notify each Purchaser in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person
and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.


 


(qq)
No Other Covered Persons. There is no Person (other than a Company Covered Person) that has been or will be paid (directly or indirectly)
remuneration for solicitation of the Purchaser in connection with the sale of any Securities.


 


(rr)
.Subsidiary Rights. Each Company Party has the unrestricted right to vote, and (subject to limitations imposed by applicable
law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by any Company Party or any Subsidiary
of any Company Party.


 


(ss)
.Continuity of Business. Following the consummation of the transactions contemplated by the Transaction Documents, the Subsidiary
will continue Digital Age’ historic business or use a significant portion of Digital Age’ historic business assets in a business
as required by Section 368 of the Code and the Treasury Regulations promulgated thereunder.


 


(tt).
Solvency. The Company and its Subsidiaries will be Solvent. “Solvent” means, with respect to any Person on
any date of determination, (1) the amount of the “fair saleable value” of the assets of such person will, as of such date,
exceed the sum of (A) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such
date, as such quoted terms are generally determined in accordance with applicable laws governing determinations of the insolvency of
debtors, and (B) the amount that will be required to pay the probable liabilities of such person, as of such date, on its existing debts
(including contingent and other liabilities) as such debts become absolute and mature, (2) such Person will not have, as of such date,
an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following
such date, and (3) such Person will be able to pay its liabilities, as of such date, including contingent and other liabilities, as they
mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses
in which it is engaged or proposed to be engaged” and “able to pay its liabilities, as of such date, including contingent
and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions
or refinancings, or a combination thereof, to meet its obligations as they become due.’


 




    	 



     


    




 


(uu)
.Full Disclosure. No representation or warranty by any Company Party in any Transaction Document and no statement contained
in the Disclosure Certificate to this Agreement or any certificate or other document furnished or to be furnished to any Purchaser or
any Purchaser Party or their attorneys or advisors pursuant to any Transaction Document contains any untrue statement of a material fact,
or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are
made, not misleading.


 


III.2 Full
Disclosure. No statement of information, representation or warranty by any Company Party in any Transaction Document and no statement
contained in the Disclosure Certificate to this Agreement or any certificate, schedule or other document furnished or to be furnished
to any Purchaser or any Purchaser Party or their attorneys or advisors pursuant to any Transaction Document contains any untrue statement
of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances
in which they are made, not misleading.


 


III.3 Representations
and Warranties of Each Purchaser. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein in which
case they shall be accurate as of such date):


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 




    	 



     


    

 


(b) Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered or otherwise purchased or acquired the Securities, it was, and as of the date hereof
it is, and on each date on which it converts the Notes, it will be an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.


 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if such
Purchaser is a multi- managed investment vehicle (whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets), the representation set forth above in this clause (f) shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this
Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 


Each
Company Party acknowledges and agrees that the representations and warranties of each Purchaser set forth in Section 3.1(pp) shall
not modify, amend or affect any Purchaser’s right to rely on the representations and warranties of any Company Party contained
in this Agreement or in any other Transaction Document or any other document or instrument executed and/or delivered in connection with
this Agreement or the consummation of the transaction contemplated hereby.


 




    	 



     


    

 


ARTICLE
IV OTHER AGREEMENTS OF THE PARTIES


 


IV.1
Transfer Restrictions.




 


(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144 or any other exemption under the Securities Act, to the Company
or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the
transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company,
at the Company’s sole expense in the form and substance of which opinion shall be reasonably satisfactory to the Company, to the
effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a
Purchaser under this Agreement.


 


(b) Each
Purchaser agrees, severally but not jointly, to the imprinting, for as long as is required by this Section 4.1, of a legend on
all of the Securities in the following form:


 


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 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.


 


The
Company acknowledges and agrees that each Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of its Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Company’s expense, the Company
will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities.


 





 




    	 



     


    

 


(c) Certificates
evidencing the Conversion Shares or the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)):
(i) while a registration statement covering theresale of such security is effective under the Securities Act; (ii) following any sale
of such Conversion Shares or Warrant Shares pursuant to Rule 144 without restriction or limitation; (iii) if such Conversion Shares or
the Warrant Shares are eligible for sale under Rule 144; or (iv) if such legend is not required under applicable requirements of the
Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall upon
request of any Purchaser cause to be issued a legal opinion (which opinion the Company’s counsel, or at the option of the Purchaser,
the Purchaser shall be responsible for obtaining, in either event at the Company’s sole cost and expense) to the Transfer Agent
promptly after any of the events described in (i)-(iv) in the preceding sentence if required by the Transfer Agent to effect the removal
of any legend (including that described in Section 4.1(b)), with a copy to such Purchaser and its broker. If all or any portion
of any Note or Warrant is converted or exercised, respectively, at a time when there is an effective registration statement to cover
the resale of the Conversion Shares or the Warrant Shares or if such Conversion Shares or Warrant Shares may be sold under Rule 144 or
if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) then such Conversion Shares or Warrant Shares shall be issued free of all legends.
The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later
than two (2) Trading Days following the delivery by any Purchaser to the Company or the Transfer Agent of a certificate representing
Conversion Shares or Warrant Shares, issued with a restrictive legend (such second (2nd) Trading Day, the “Legend
Removal Date” of such Securities of such Purchaser), instruct the Transfer Agent to deliver or cause to be delivered to such
Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation
on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1.
Certificates for the Conversion Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to such Purchaser by crediting the account of such Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser.


 


(d) In
addition to such Purchaser’s other available remedies, the Company shall pay to such Purchaser, in cash, as partial liquidated
damages and not as a penalty, by reason of any such delay after the Legend Removal Date, (i) with respect to the Conversion Shares or
the Warrant Shares, an amount in cash equal to (i) $1,000 per calendar day for the first thirty (30) Business Days of such failure and
(ii) $5,000 per calendar day for each calendar day after the first thirty (30) calendar days of such failure, and all accrued but unpaid
interest thereon. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to
deliver certificates representing any Securities as required by the Transaction Documents, and each Purchaser shall have, severally and
not jointly, the right to pursue all remedies available to it at law or in equity including a decree of specific performance and/or injunctive
relief.


 


IV.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under
the Transaction Documents, including its obligation to issue the Conversion Shares and the Warrant Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the
effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance
may have on the ownership of the other stockholders of the Company.


 




    	 



     


    

 


IV.3
Furnishing of Information; Public Information.




 


(a) The
Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file
(or obtain extensions in respect thereof and file within the applicable grace period), and simultaneously provide to Purchasers, all
reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject
to the reporting requirements of the Exchange Act.


 


(b) Commencing
the sooner of the (i) actual or earliest required Effectiveness Date as described in the Registration Rights Agreement or (ii) nine (9)
months after the Closing Date and ending at such time that all of the Securities have been sold or may be sold without the requirement
for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the
Company shall fail for any reason to satisfy, the requirements of Rule 144(i) and/or the current public information requirement under
Rule 144(c) (a “Public Information Failure”) then, in addition to any Purchaser’s other available remedies,
the Company shall pay to each Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in
or reduction of its ability to sell its Securities, an amount in cash equal to one percent (1%) of the aggregate Subscription Amount
of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated
for periods totaling less than thirty (30) days) thereafter until the earlier of (a) the date such Public Information Failure is cured
and (b) such time that such public information is no longer required for such Purchaser to transfer any Registrable Securities pursuant
to Rule 144. The payments to which such Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as
“Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the
last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails
to make Public Information Failure Payments when required by the preceding sentence, such Public Information Failure Payments shall bear
interest at the rate of two percent (2%) per month (accruing and due daily and prorated for partial months) until paid in full. Nothing
herein shall limit each Purchaser’s right to pursue actual damages for the Public Information Failure, and each Purchaser shall
have the right to pursue all remedies available to it at law or in equity including a decree of specific performance and/or injunctive
relief and recovery of loss profits.


 


(c) The
Company shall by no later than four Business Days after the Closing Date file its Super 8-K with the Commission. The information contained
in the Super 8-K will accurately reflect the material terms of the Transaction Documents, and the 8-K shall contain information and financial
statements that complies in all respects with, the Instructions to Current Report on Form 8-K and the applicable provisions of Regulation
S-K and Regulation S-X.


 


IV.4 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the
registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing
of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


IV.5
Conversion and Exercise Procedures. The form of “Notice of Conversion” or “Notice of Exercise” included
in any Note or Warrant of any Purchaser sets forth the totality of the procedures required of such Purchaser in order to convert such
Note or exercise such Warrant, as the case may be. Without limiting the preceding sentences, no ink-original Notice of Conversion or
Not i ce of Exerci se shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Conversion or Notice of Exercise form be required in order to convert any Note or exercise any Warrant. No additional legal opinion,
other information or instructions shall be required of any Purchaser to convert any Note or exercise any Warrant. The Company shall honor
conversions of any Note and exercise of any Warrant and shall deliver Conversion Shares or Warrant Shares, respectively, in accordance
with the terms, conditions and time periods set forth in the Transaction Documents.


 




    	 



     


    




 


IV.6
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “acquiring person” (or similar or equivalent term) under any control share , business combination,
poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other agreement between the Company and any Purchaser.


 


IV.7
Material Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by
the Transaction Documents, each Company Party covenants and agrees that neither it, nor any of its Affiliates, nor any other Person acting
on its behalf, will provide any Purchaser, any Purchaser Party or their respective agents or counsel with any information that any Company
Party believes constitutes material non-public information, unless prior thereto such information is disclosed to the public, or such
Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. There
has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction (as each such term
is defined in the Notes) that has not been consummated. Except for information with respect to the , no Purchaser has been provided by
any Company Party or any Related Party of any Company Party any information, that constitutes, or may constitute, material non-public
information with respect to any Company Party. The Company understands and confirms that each Purchaser shall be relying on the foregoing
representations, warranties and covenants in effecting transactions in securities of the Company.


 


IV.8
Use of Proceeds. The Company Parties shall use the net proceeds as set forth in in Section 4.8 of the Disclosure Schedule.


 







    	 



     


    

 


IV.9
Indemnification of Each Purchaser Party. Each Company Party shall, jointly and severally, indemnify against, and hold harmless
from, each Purchaser, their Related Parties, each Person who controls any of them (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and their agents, contractors, trustees, representatives and advisors (each, a “Purchaser
Party”) any and all Losses that any Purchaser Party may suffer or incur as a result of or relating to (a) the administration,
performance or enforcement by the Purchaser of any of the Transaction Documents or consummation of any transaction described therein,
(b) the existence of, perfection of, a Lien upon or except with respect to Banks and their permitted successors or assigns, the sale
or collection of, or any other damage, Loss, failure to return or other realization upon any collateral, (c) the failure of any Company
Party or any of their Related Parties (whether directly or through their agents, contractors, trustees, representatives and advisors)
to observe, perform or discharge any of the covenants or duties under any of the Transaction Documents, (d) any Proceeding, whether or
not any Purchaser Party is a party thereto (including Proceedings instituted by any Governmental Authority or any holder of any equity
interest in, or other direct or indirect investor in, the Company who is not an Affiliate of such Purchaser Party) with respect to any
of the Transaction Documents or the transactions contemplated therein. Additionally, if any Taxes (excluding Taxes imposed upon or measured
solely by the net income of the recipient of any payment made under any Transaction Document, but including any intangibles tax, stamp
tax, recording tax or franchise tax) shall be imposed on any Company Party or Purchaser Party, whether or not lawfully payable, on account
of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Transaction Documents,
or the creation or repayment of any of obligations hereunder, by reason of any applicable Regulations now or hereafter in effect, each
Company shall, jointly and severally, pay (or shall promptlyreimburse such Purchaser Party for the payment of) all such Taxes, including
any interest, penalties, expenses and other Losses with respect thereto), (e) all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating
to (i) the administration, performance or enforcement by the Purchasers of any of the Transaction Documents or consummation of any transaction
described therein, (ii) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents, or (iii) any Proceeding, whether or not any Purchaser Party is a party thereto (including Proceedings
instituted by any governmental authority or any holder of any equity interest in, or other direct or indirect investor in, the Company
who is not an Affiliate of such Purchaser Party) with respect to any of the Transaction Documents or the transactions contemplated therein
(unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined
to constitute fraud, gross negligence or willful misconduct). Additionally, if any taxes (excluding taxes imposed upon or measured solely
by the net income of the recipient of any payment made under any Transaction Document, but including any intangibles tax, stamp tax,
recording tax or franchise tax) shall be imposed on the Company or Purchaser Party, whether or not lawfully payable, on account of the
execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Transaction Documents,
or the creation or repayment of any of obligations hereunder, by reason of any applicable regulations now or hereafter in effect, the
Company shall pay (or shall promptly reimburse such Purchaser Party for the payment of) all such taxes, including any interest, penalties,
expenses and other Losses with respect thereto), and will indemnify and hold the Purchaser Parties harmless from and against all Losses
arising therefrom or in connection therewith, and will indemnify and hold the Purchaser Parties harmless from and against all Losses
arising therefrom or in connection therewith. The foregoing indemnities shall not apply to Losses incurred by any Purchaser Party
as a result of its own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction.
Notwithstanding anything to the contrary in any Transaction Document, the obligations of the Company Parties with respect to each
indemnity given by them in this Agreement or any of the other Transaction Documents in favor of the Purchaser Parties shall survive the
payment in full of the Notes and Warrants and the termination of this Agreement. The indemnification required by this Section 4.9
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are
received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser
Party against any Company Party or others and any liabilities any Company Party may be subject to pursuant to any Regulation.


 


IV.10
Reservation and Listing of Securities.




 


(a) Commencing
the earlier of the following events to occur: (i) the Company effectuating a reverse stock split or (ii) the Company’s duly filing
a 14(c) Information Statement with the Commission, which will take effect 20 days after such filing, (assuming the due filing of the
14(c) Information Statement within the fourteen (14) Business Day period after the Closing Date), the Company shall maintain a reserve
equal to the Required Minimum of shares from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents. Upon a reverse stock split
or increase in the authorized Common Stock of the Company, the Company will immediately instruct the Transfer Agent to reserve at least
the Required Minimum after giving effect to such stock split or increase. This reserve amount shall be updated monthly.


 


(b) If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of the Required
Minimum on such date, then the Board of Directors shall amend the Company’s Certificate of Incorporation (or equivalent governing
document) to increase the number of authorized but unissued shares of Common Stock to 100% of the Required Minimum at such time, as soon
as possible and in any event not later than the forty-fifth (45th) day after such date.


 




    	 



     


    




 


(c) The
Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on
the date of such application; (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter; (iii) provide to each Purchaser evidence of such listing or quotation; and (iv)
maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading
Market or another Trading Market.


 


The
Company shall promptly pay all fees and expenses owed to the Transfer Agent and shall not replace the Transfer Agent without the written
Consent of the Purchaser. (i) If the Company breaches this provision and such breach is not cured within fifteen (15) Business Days after
the occurrence of such breach or (ii) if the Company fails to maintain the Required Minimum with any successor Transfer Agent and such
breach is not cured within twenty (20) Business Days after receipt of notice of such breach, then the Company, in either case, in addition
to any other remedies available to Purchaser, shall pay to each Purchaser an amount in cash equal to one percent (1%) of the aggregate
Subscription Amount of such Purchaser’s Securities on the day of the applicable breach and on every thirtieth (30th)
day (pro-rated for periods totaling less than thirty (30) days) thereafter, until such breach has been cured.


 


IV.11
Subsequent Equity Sales.




 


(a) For
so long as any Note and Warrant remains outstanding, no Company Party shall effect or enter into an agreement to effect any issuance
by any Company Party or any Subsidiary of any Company Party of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which a Person (i) issues
or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional
shares of common stock (including Common Stock) either (A) at a conversion price, exercise price or exchange rate or other price that
is based upon, and/or varies with, the trading prices of or quotations for the shares of common stock at any time after the initial issuance
of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or
indirectly related to the business of such Person or the market for the common stock or (ii) enters into any agreement, including an
equity line of credit, whereby such Person may issue securities at a future determined price. “Variable Rate Transaction”
shall also mean, collectively, an Equity Line of Credit or similar agreement, or a Variable Priced Equity Linked Instrument. For purposes
hereof, “Equity Line of Credit” means any transaction involving a written agreement between the Company and an investor or
underwriter whereby the Company has the right to “put” securities of the Company or any Subsidiary to the investor or underwriter
over an agreed period of time and at future determined price or price formula (other than customary “preemptive” or “participation”
rights or “weighted average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights
offerings and similar transactions that are not Variable Priced Equity Linked Instruments), and “Variable Priced Equity Linked
Instruments” means: (A) any Common Stock Equivalent convertible into, exercisable or exchangeable for, or carry the right to receive
additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for Common Stock at any time after the initial issuance of such Common Stock Equivalent, or
(2) with a conversion, exercise or exchange price that is subject to being reset on more than one occasion at some future date at any
time after the initial issuance of such debt or equity security due to a change in the market price of the Common Stock since date of
initial issuance (other than customary “preemptive” or “participation” rights or “weighted average”
or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions),
and (B) any amortizing convertible Common Stock Equivalent which amortizes prior to its maturity date, where the Company is required
or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in
shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common
Stock at any time after the initial issuance of such Common Stock Equivalent (whether or not such payments in stock are subject to certain
equity conditions)


 




    	 



     


    




 


(b)
Reserved.




 


(c)
Reserved.




 


(d) So
long as any Note and Warrant remains outstanding or any Purchaser holds any Securities, except for transactions in the ordinary course
of the Company’s business and except for capital raises in an aggregate sum not to exceed $10,000,000, the Company and each of
its Subsidiaries shall be prohibited from, directly or indirectly, effecting or entering into (or publicly announcing or recommending
to its stockholders the approval or adoption thereof by such stockholders) any agreement, plan, arrangement or transaction, including,
without limitation, any Subsequent Financing, that would or would reasonably be expected to materially restrict, delay, conflict with
or impair the ability or right of the Company and/or a Subsidiary to timely perform its obligations under this Agreement, the Notes,
the Warrants and/or the other Transaction Documents, including, without limitation, the obligation of the Company to timely (i) deliver
shares of Common Stock to any Purchaser (or a designee thereof, if applicable) in accordance with this Agreement, any Note, or Warrant
and/or (ii) repay in cash all outstanding principal and other amounts outstanding under any Note at maturity or at any other times when
payments are required to be made in cash pursuant to the terms of the Notes whether pursuant to a redemption, repayment, and/or otherwise.


 


(e) Each
Purchaser shall, severally or jointly, be entitled to obtain injunctive relief against any Company Party to preclude any such issuance,
which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 4.11 shall not
apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 


(f) For
so long as any Note and Warrant remains outstanding, if the Company has, on or prior to the date of this Agreement, entered into, or
shall in the future enter into, any agreement with any purchaser or holder of any securities of the Company, by providing such purchaser
or holder with any terms that are more favorable than the terms available to the Purchaser and set out in this Agreement or the Notes
and Warrants as of the date hereof, the Company shall notify each Purchaser of such terms in writing on or before the date that is five
(5) Business Days after the date such agreement with such purchaser or holder is executed or agreed to by the Company, and each Purchaser
shall have the right to elect in writing within thirty (30) days of the receipt of such notice to elect to have such terms apply to this
Agreement and/or the Notes and Warrants, a the case may be. For clarification purposes, this provision constitutes a separate right granted
to each Purchaser by the Company and negotiated separately by each Purchaser and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Securities or otherwise.


 


IV.12
Trading Activities of Purchaser.




 


(a) Prohibited
Short Sales. Each Purchaser, severally and not jointly, covenants and agrees that neither it, nor any of its Affiliates acting on
its behalf or pursuant to any understanding with it, will execute (i) any Short Sales of the Common Stock or (ii) any hedging transaction
that establishes a net short position with respect to the Company’s Common Stock, in each case during the period commencing with
the execution of this Agreement and ending on the earlier of the earliest “Maturity Date” of such Purchaser’s Notes
(under and as defined in such Notes) or the full repayment or conversion of all of such Purchaser’s Notes; provided, that
this provision shall not prohibit any sales made where a corresponding Notice of Conversion is tendered to the Company and the shares
received upon such conversion are used to close out such sale; provided, further, that this provision shall not operate to restrict
any Purchaser’s trading under any prior securities purchase agreement containing contractual rights that explicitly protects such
trading in respect of the previously issued securities.


 




    	 



     


    

 


(b) Acknowledgment
Regarding Purchaser’ Other Trading Activities. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for this Section 4.12), it is understood and acknowledged by the Company that (i) no Purchaser has been asked by the Company
to agree, nor has any Purchaser agreed, to desist from purchasing or selling Securities of the Company or from entering into Short Sales
or Derivatives based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market
or other transactions by any Purchaser, specifically including Short Sales or Derivatives, before or after the Closing or the closing
of any future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities,
(iii) each Purchaser, and counter-parties in Derivatives to which any Purchaser is a party, directly or indirectly, may presently have
a “short” position in the shares of Common Stock and (iv) no Purchaser shall be deemed to have any affiliation with or control
over any arm’s length counter-party in any Derivative. The Company further understands and acknowledges that (y) each Purchaser
may engage in hedging activities at various times during the period that the Securities are outstanding, including, during the periods
that the value of the Conversion Shares or Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging
activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time
that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities and Derivatives
do not constitute a breach of any of the Transaction Documents.


 





IV.13
Right of First Refusal.




 


(a) For
so long as any of the Notes and Warrants remain outstanding, upon any issuance by the Company of Common Stock, Common Stock Equivalents
or other Indebtedness or other securities, whether for cash consideration or a combination of units thereof (a “Subsequent Financing”),
each Purchaser with outstanding Notes and Warrants shall have the right to participate up to its Pro Rata Portion (measured against Purchaser)
of a percentage of such Subsequent Financing equal to, in the aggregate for Purchaser, one hundred percent (100%) in case of any offering
(the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.


 


(b) At
least three (3) Trading Days (eight (8) hours in case of a Subsequent Financing structured as a public offering or as an “overnight”
deal or other similar transaction) prior to the closing of a Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (each additional notice containing such details, a “Subsequent Financing
Notice”). Upon the request of any Purchaser for a Subsequent Financing Notice, and only upon such a request, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended
to be raised thereunder and the Persons through or with whom such Subsequent Financing is proposed to be effected, the Pro Rata Portion
(as defined below) of the Participation Maximum of such Purchaser, an inquiry as to whether such Purchaser is willing to participate
above their Pro Rata Portion (and what is the maximum amount such Purchaser is willing to commit), and shall include a term sheet or
similar document relating thereto as an attachment. In addition to such other remedies available to a Purchaser, in the event that the
Company fails to provide the Pre Notice required by this Section 4.13(b), then each Purchaser shall be entitled to exercise its
rights under Section 4.13 until 30 days after the closing of the particular Subsequent Financing, and Purchaser may deem the failure
to give any notice required hereunder an Event of Default under any Note or Warrant.


 


(c) If
any Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company within one
(1) Trading Day of receipt of the Subsequent Financing Notice (eight (8) hours in the event of a Subsequent Financing structured as a
public offering or as an “overnight” deal or other similar transaction) that such Purchaser is willing to participate in
the Subsequent Financing, the maximum amount for which such Purchaser would be willing to participate if it is allocated to it (up to
the Participation Maximum), and representing and warranting that the Purchaser has such funds ready, willing, and available for investment
on the terms set forth in the Subsequent Financing Notice.


 




    	 



     


    




 


(d) At
first, each Purchaser shall first have the right to purchase its Pro Rata Portion (measured against Purchaser) of the Participation Maximum.
If some Purchaser have declined to participate in such Subsequent Financing, and some portion of the Participation Maximum remains unallocated,
each Purchaser having agreed to participate above its current allocation shall be allocated its Pro Rata Portion (measured against Purchaser
having so agreed) of the next dollar – and so on and so forth until the Participation Maximum shall be fully allocated or Purchaser
shall have been given their desired allocation in full.


 


(e) The
transaction documents related to any Subsequent Financing applicable to any Purchaser participating in such Subsequent Financing shall
not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities
purchased hereunder. In addition, the transaction documents related to the Subsequent Financing shall not include any requirement to
consent to any amendment to or termination of, or grant any waiver, release or other modification or the like under or in connection
with, this Agreement, without the prior written consent of the number of Purchaser required hereunder to consent to this amendment, termination,
waiver, consent, release or other modification.


 


(f) Notwithstanding
anything to the contrary in this Section 4.13 and unless otherwise agreed to by the applicable Purchaser, the Company shall either
confirm in writing to each Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that each Purchaser
will not be in possession of any material, non-public information, by the fifth (5h) Trading Day following delivery of the
Subsequent Financing Notice. If by such fifth (5th) Trading Day, no public disclosure regarding a transaction with respect
to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser,
such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession of any material, non-public
information with respect to the Company or any of its Subsidiaries in addition to other remedies available to a Purchaser. In addition
to such other remedies available to a Purchaser, in the event that the Company fails to provide the notice required by this Section
4.13(b), then each Purchaser shall be entitled to exercise its rights under Section 4.13 until 30 days after the closing of the particular
Subsequent Financing and Purchaser may deem the failure to give any notice required hereunder an Event of Default under the Note or Warrant.


 


(g) Notwithstanding
the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.


 


IV.14
Securities Laws Disclosure; Publicity.




 


(a)
Form 8-K Filing. The Company shall by 9:30 a.m. (New York City time) the within two(2) Business Days immediately following the
date hereof, (a) reserved, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, disclosing,
among other matters, the material terms of the transactions contemplated hereby and thereby, with the Commission. From and after the
issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public
information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors,
employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, the Company acknowledges
and agrees that no confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its
Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Purchaser
or any of their affiliates, on the other hand, have been entered into. Except for the obligations set forth in this Section, there are
no confidentiality or similar obligations pertaining the Purchaser currently extant or at any time in the future.


 




    	 



     


    




 


(b) Other
Periodic Filings. If and as applicable, the Company shall timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act and the
Company shall meet the current public information requirements of Rule 144(c) under the Securities Act as of the end of the period in
question.


 


(c) Other
Public Disclosures. The Company and the Purchaser shall consult with each other in issuing any other public disclosure with respect
to the transactions contemplated hereby, and none of the Company or any Purchaser shall issue any such public disclosure nor otherwise
make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without
the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is reasonably viewed as required by any Regulation, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall
not publicly disclose the name, trademark, service mark, symbol, logo (or any abbreviation, contraction or simulation thereof) of, or
otherwise refer to, any Purchaser (including in any filing with the Commission, regulatory agency or Trading Market, including the Form
8-K filing referenced above) without the prior consent of the Purchaser (including in any press release, letterhead, public announcement
or marketing material), except, and then only after consulting with such Purchaser, to the extent required to do so under applicable
Regulations (including as required in any registration statement filed with the Commission). None of the Company Parties and their Affiliates
shall represent that any Company Party or any of its Affiliates, any product or service of the Company Parties or their Affiliates, or
any know how or policy or practice of the Company Parties or their Affiliates has been approved or endorsed by any Purchaser Party.


 


(d) Credit
Report and Other Authorizations. Each Company Party authorizes the Purchaser Parties, their agents and representatives and any credit
reporting agency engaged by any Purchaser Party, to (i) investigate any references given or any other statements or data obtained from
or about the Company Parties for the purpose of the Transaction Documents, (ii) obtain consumer business credit reports on the Company
Parties, (iii) contact personal and business references provided by any Company Parties, at any time now or for so long as any amounts
remains unpaid under the Transaction Documents, and (iv) share information regarding the Company Parties’ performance under this
Agreement with affiliates and unaffiliated third parties.


 


(e) Credit
Inquiries. Each Company Party hereby authorizes the Purchaser (but they shall have no obligation) to respond to usual and customary
credit inquiries from third parties concerning any Company Party.


 


IV.15
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly
upon request of any Purchaser.


 









    	 



     


    

 


IV.16
Shares of Common Stock.


 


(a) DWAC.
By the earlier of the (i) Effectiveness Date with respect to the initial Registration Statement as set forth herein or (ii) the twelve
(12)-month anniversary of the date hereof, the Company shall ensure that its shares of Common Stock are and remain eligible for the “Deposit
and Withdrawal at Custodian” (DWAC) service of the Deposit Trust Corporation and not subject to any restriction or limitation imposed
by or on behalf of the Deposit Trust Corporation on any of its services or any other restriction or limitation on the use of the services
provided by the Deposit Trust Corporation (DTC chill).


 


(b) Freely
Tradeable. By the earlier of the (i) Effectiveness Date with respect to the initial Registration Statement as set forth herein or
(ii) the six (6)-month anniversary of the date hereof, the Company shall ensure that the Conversion Shares and the Warrant Shares constitute
“freely tradeable” shares. For the purposes of this Section 4.16(b), such shares shall be deemed “freely
tradeable” if such shares are eligible for resale pursuant to (i) Rule 144 (provided the Company is compliant with its current
public information requirements) promulgated by the Commission pursuant to the Securities Act or such shares are the subject of a then
effective registration statement or (ii) an effective “shelf” or resale registration statement under the Securities Act,
in customary form, is effective under the Securities Act, registering the resale of such Conversion Shares or Warrant Shares by such
security holder and names such holder as a selling security holder thereunder, and such registration statement is reasonably acceptable
such holder.


 


(c) Trading
Markets. The shares of Common Stock are trading on the OTC Markets Group Inc. PINK Trading Market (subject to any volume restrictions
set forth in the Notes or the Warrants) and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for
trading on such Trading Market (and the Company believes, in good faith, that trading of the shares of Common Stock on such Trading Market
will continue uninterrupted for the foreseeable future). The Company shall use its best efforts to ensure that such shares continue,
without limitation, to be listed or quoted for trading on such Trading Market.


 


4.17.
Equal Treatment of Purchaser. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also
offered to all of the parties to this Agreement. Further, the Company shall not make any payment of principal or interest on the Notes
in amounts which are disproportionate to the respective principal amounts outstanding on the Notes at any applicable time. For clarification
purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser,
and is intended for the Company to treat the Purchaser as a class and shall not in any way be construed as the Purchaser acting in concert
or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


.


4.18.
Further Covenant of the Company. The Company shall and shall cause each party to the Purchase Agreement to duly fulfill its respective
covenants and otherwise perform its respective obligations under the Purchase Agreement in a timely manner, and the Company shall cause
each of its Subsidiaries, to duly fulfill its respective covenants and otherwise perform its respective obligations under this Agreement
and the other Transaction Documents in a timely manner.


 


ARTICLE
V MISCELLANEOUS


 


V.1
Termination and Survival. This Agreement may be terminated by each Purchaser, as to the Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the Company
and the other Purchaser, if the Closing has not occurred on or before March 31, 2022. Termination of this Agreement will not affect the
right of any party to sue for any breach by any other party (or parties) prior to such termination. The representations and warranties,
covenants and other provisions hereof shall survive the Closing and the delivery of the Securities. Notwithstanding any termination of
any Transaction Document, the reimbursement and indemnities to which the Purchaser Parties are entitled under the provisions of any Transaction
Document shall continue in full force and effect and shall protect the Purchaser Parties against events arising after such termination
as well as before.


 




    	 



     


    




 


V.2
Fees and Expenses. Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased,
the Company agrees to pay promptly to each Purchaser Party, or reimburse each Purchaser Party for, the following:


 


(a) all
the actual and reasonable costs, fees and expenses of negotiation, preparation, execution and closing of the Transaction Documents and
the purchase and sale of the Securities in connection therewith and the consummation of the other transactions contemplated hereby to
be consummated on or about the Closing Date.;


 


(b) all
the costs, fees and expenses of preparation, printing and distribution of any registration statement for the Securities or of the Transfer
Agent (including any fees required for same-day processing of any instruction letter delivered by the Company and any conversion notice
delivered by any Purchaser Party) and all other costs and expenses (including stamp taxes and other taxes and duties levied) incurred
in connection with the delivery to or conversion by, any Purchaser of any Securities or the Conversion Shares or the Warrant Shares;


 


(c) all
the actual and reasonable costs, fees and expenses of creating and perfecting Liens in favor of such Purchaser Party, pursuant to any
Transaction Document, UCC fees, other filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance
premiums and reasonable fees, expenses and disbursements of counsel to such Purchaser Party;


 


(d) all
the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution and closing
of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements of counsel
to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company Party
(including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with
any Transaction Document;


 


(e) all
the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in connection
with the Transaction Documents;


 


(f) all
the actual and reasonable costs, fees and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by such Purchaser Party and its counsel) in connection with the inspection, verification, custody
or preservation of any collateral, to the extent required or permitted under any Transaction Document; and


 


(g) all
costs, fees and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement,
incurred by any Purchaser in enforcing any obligation owed hereunder of or in collecting any payments due from any Company Party hereunder
or under the other Transaction Documents (including in connection with the sale of, collection from, or other realization upon any collateral
or the enforcement of any guaranty) or in connection with any negotiations, reviews, refinancing or restructuring of the credit arrangements
provided hereunder, including in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.


 




    	 



     


    

 


The
foregoing shall be in addition to, and shall not be construed to limit, any other provisions of the Transaction Documents regarding indemnification
and costs and expenses to be paid by the Company Parties.


 


V.3
Modifications and Signatures. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any modification effected in accordance with accordance with this Section 5.3 shall be binding upon each Purchaser
and holder of Securities and the Company.


 


(a) Entire
Agreement. This Agreement and the other Transaction Documents contain and constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior negotiations, agreements, and understandings, whether written or oral, of the parties
hereto, which the parties acknowledge have been merged into such documents.


 


(b) Amendments.
No amendment, modification or termination of any provision of this Agreement or any other Transaction Document shall be effective without
the written consent of the Company and the Purchaser (or such other number of Purchaser as expressly stated in other provisions of the
Transaction Documents); provided, that (i) if any amendment, modification or waiver disproportionately and adversely impacts a
Purchaser (or group of Purchaser), the consent of holders of a majority of the principal amount of the Notes held by such disproportionately
impacted Purchaser (or group of Purchaser) shall also be required and (ii) this clause (b) may only be modified with the consent of Purchaser.
No waiver or consent shall be effective against any party unless given in writing and then any such waiver shall then be effective only
in the specific instance and for the specific purpose for which it was given. Where the consent or waiver of the Purchaser generally
(and not each Purchaser) is required, it may be given by the Purchaser.


 


(c) Successors
and Assigns. This Agreement shall bind and inure solely to the benefit of the Company Parties, the Purchaser Parties, and their respective
successors and, if permitted, assigns; provided, that the Company Parties may not assign this Agreement or any other Transaction
Document or any rights or obligations hereunder or thereunder without the Purchaser’ prior written consent and any prohibited assignment
shall be absolutely void. Unless otherwise expressly provided in any Transaction Document, each Purchaser may sell, assign, transfer,
negotiate or grant participations in all or any part of, or any interest in, or any right or remedy under, the Securities and the Transaction
Documents without the consent of the Company Parties; provided, that any transferee of the Securities shall agree in writing to
be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser”
(and any attempt to effect such transfer without securing such agreement shall be null and void).


 


(d) No
Waiver by Course of Dealing. No notice to or demand on any Company Party, whether or not in any Proceeding, pursuant to any
Transaction Document shall entitle any Company Party to any other or further notice (except as specifically required hereunder or under
any other Transaction Document) or demand in similar or other circumstances. The failure by any Purchaser Party at any time or times
to require strict performance by any Company Party of any provision of this Agreement or any of the other Transaction Documents or the
granting of any waiver or indulgence shall not waive, affect or otherwise diminish any right of any Purchaser Party thereafter to demand
strict compliance and performance with such provision, shall not affect or be a waiver under any other provision of any Transaction Document
except as specifically mentioned and shall not constitute a course of dealing by such Purchaser Party at variance with the terms of this
Agreement or any other Transaction Document (and therefore, among other things, shall not require further notice by such Purchaser Party
of its intent to require strict adherence to the terms of such Transaction Document in the future). Any such actions shall not in any
way affect the ability of each Purchaser Party, in its discretion, to exercise any rights available to it under this Agreement, the other
Transaction Documents or under applicable Regulations.


 




    	 



     


    




 


(e) Execution
in Counterparts. This Agreement may be executed in counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and both of which, when taken together, shall constitute but one and
the same Agreement. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than
one such counterpart signed by the party against whom such enforcement is sought.


 


(f) Electronic
Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this
Agreement or any other Transaction Document are intended to authenticate this writing and to have the same force and effect as manual
signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and
executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. The Borrower
expressly agrees that this Agreement and all other Transaction Documents are “transferable records” as defined in applicable
Regulations relating to electronic transaction and that it may be created, authenticated, stored, transmitted and transferred in a manner
consistent with and permitted by such applicable Regulations.


 


V.4
Notices.




 


(a) All
notices, requests, demands, and other communications to either party hereto or given under any Transaction Document shall be in writing
(including electronic mail transmission or similar writing) and shall be given to such party at the physical address or send to the electronic
mailing address set forth in the signature pages hereof or at such other physical address or electronic mailing address as such party
may hereafter specify for the purpose of notice to the Purchaser and the Company in accordance with the provisions of this Section
5.4.


 


(b) Each
such notice, request or other communication shall be effective (i) if given by mail, three (3) Trading Days after such communication
is deposited in the U.S. Mail with first class postage pre- paid, addressed to the noticed party at the address specified herein, (ii)
if by nationally recognized overnight courier, when delivered with receipt acknowledged in writing by the noticed party, (iii) if given
by personal delivery, when duly delivered with receipt acknowledged in writing by the noticed party or (iv) if given by electronic mail,
when delivered (receipt by the sender of a receipt using the “return receipt” function or receipt of a reply email being
presumptive evidence of receipt thereof); provided, that if such electronic mail is not sent prior to the last trading hour of
the principal Trading Market of the Securities on a Trading Day, such electronic mail shall be deemed to have been sent at the opening
of trading on the next Trading Day for such principal Trading Market. Any written notice, request or demand that is not sent in conformity
with the provisions hereof shall nevertheless be effective on the date that such notice, request or demand is actually received by the
individual to whose attention at the noticed party such notice, request or demand is required to be sent.


 


V.5
Set-Off. In addition to any rights now or hereafter granted under applicable Regulations and not by way of limitation of any such
rights, each Purchaser Party upon prior notice to each other Purchaser Party is hereby authorized by the Company Parties at any time
or from time to time, without notice or demand to any Company Party or to any other Person, any such notice or demand being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, including
indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other indebtedness
or other amounts at any time held or owing by such Company Party to or for the credit or the account of any Company Party or any of their
Related Parties against and on account of any amounts due by any Company Party or any of their Related Parties to any Purchaser Party
under any Transaction Documents (including from the Purchase Price to be disbursed hereunder), irrespective of whether or not (a) such
Purchaser Party shall have made any demand hereunder or (b) the principal of or the interest on the Notes or any other Obligation shall
have become due and payable and although such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result
of such set off, appropriate or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall
hold such amounts in trust for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according
to the amounts they are owed on the date of receipt.


 




    	 



     


    




 


V.6
Governing Law.




 


(a) Except
as otherwise expressly provided in any other Transaction Document, this Agreement, the other Transaction Documents and all claims, Proceedings
and matters arising hereunder or thereunder or related hereto or thereto are governed by, and construed and enforced in accordance with,
the laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (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 sitting in the County of Clark, Nevada.


 


(b) Any
Proceeding with respect to any Transaction Document may be brought exclusively in the Nevada State courts sitting in Clark County or
the federal courts of the United States of America for the County of Clark,Nevada. Each Company Party (i) accepts for itself and in respect
of its property, generally and unconditionally, the non-exclusive jurisdiction of such courts, (ii) irrevocably waives any objection,
including any objection to the laying of venue, based on the grounds of forum non conveniens or that such jurisdiction is improper
or otherwise that such party is not subject to the jurisdiction of such courts, that it may now or hereafter have to the bringing of
any Proceeding in those jurisdictions, (iii) irrevocably consents to the service of process of any court referred to above in any Proceeding
by the mailing of copies of the process to the parties hereto as provided in Section 5.4 and (iv) agrees that a final judgment
in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Service effected as provided in this manner will become effective ten (10) calendar days after the mailing of the process.
Notwithstanding the foregoing, nothing contained in any Transaction Document shall affect the right of any Purchaser Party to serve process
in any other manner permitted by applicable Regulations or commence Proceedings or otherwise proceed against any Company Party in any
other jurisdiction.


 


V.7
Severability. Any provision of any Transaction Document being held illegal, invalid or unenforceable in any jurisdiction shall
not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of any Transaction Document or
any part of such provision in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner adverse to any party. In addition, upon any determination that any such term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify the relevant Transaction Document so
as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 


V.8
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided, that in the case of a rescission of a conversion
of any Note, such Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion notice.


 




    	 



     


    




 


V.9
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


V.10
Remedies.




 


(a) In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser (severally
and not jointly) and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at
law would be adequate.


 


(b) If
any Company Party shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Transaction Documents,
each Purchaser may, in its discretion at any time, for the account and at the expense of the Company Parties jointly and severally, pay
any amount or do any act required of such Company Party hereunder or under any of the other Transaction Documents or otherwise lawfully
requested by any Purchaser (including buying-in Securities in the principal Trading Market of the Securities in case of failure by the
Company to deliver Convertible Securities). All costs and expenses incurred by any Purchaser in connection with the taking of any such
action shall be reimbursed to such Purchaser by the Company Party on demand with interest at the highest interest rate applicable to
amounts due under the Notes of such Purchaser from the date such payment is made or such costs or expenses are incurred to the date of
payment thereof. Any payment made or other action taken by any Purchaser under this clause (b) shall be without prejudice to any
right to assert, and without waiver of, any breach of any Transaction Document and without prejudice to any Purchaser Party’s right
to proceed thereafter as provided herein or in any of the other Transaction Documents.


 


(c) The
remedies provided in this Agreement and all other Transaction Documents shall be cumulative and in addition to all other remedies available
under any Transaction Document, whether at law or in equity (including a decree of specific performance and/or other injunctive relief).


 


(d) Nothing
in any Transaction Document shall limit the Purchaser Party’s rights to pursue actual and consequential damages for any failure
by any Company Party to comply with the terms of this Agreement or any other Transaction Document.


 


(e) An
Event of Default will cause irreparable harm to the Purchaser and that the remedy at law for any such breach may be inadequate. Therefore,
in the event of any such Event of Default, the Purchaser 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.


 


V.11
Marshaling; Payment Set Aside. No Purchaser Party shall be under any obligation to marshal any property in favor of any Company
Party or any other party or against or in payment of any amount due under any Transaction Document. To the extent that any Company Party
makes a payment or payments to any Purchaser pursuant to any Transaction Document or any Purchaser Party enforces or exercises its rights
thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to any Company Party, a trustee, receiver or any other Person under any law (including any bankruptcy law, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred.







    	 



     


    




 


V.12
Usury. To the extent it may lawfully do so, each Company Party hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of each Company Party under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”) and,
without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any
other sums in the nature of interest that any Company Party may be obligated to pay under the Transaction Documents exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased
or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest
allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such
application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by
any Company Party to any Purchaser Party with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied
by such Purchaser Party to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at such Purchaser’s election. .


 


V.13
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through Sullivan & Worcester LLP. Sullivan & Worcester does not represent any of the Purchasers
other than Arena Investors LP. The Company has independently elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.


 


V.14
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 




    	 



     


    

 


V.15
Further Assurances. The Company Parties agree to take such further actions as each Purchaser shall reasonably request from time
to time in connection herewith to evidence, give effect to or carry out this Agreement and the other Transaction Documents and any of
the transactions contemplated hereby or thereby.


 


V.16
Interpretation. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of any Transaction Document. In addition, each and every reference to
share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Except
as otherwise expressly provided in any Transaction Document, if the last or appointed day for the taking of any action or the expiration
of any right required or granted under any Transaction Document shall not be a Business Day, then such action may be taken or such right
may be exercised on the next succeeding Business Day. As used in any Transaction Document, references to the singular will include the
plural and vice versa and references to the masculine gender will include the feminine and neuter genders and vice versa, as appropriate.
When used in any Transaction Document, unless otherwise expressly provided in such Transaction Document, (a) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to such Transaction Document as a whole
and not to any particular provision of such Transaction Document, (b) recital, article, section, subsection, schedule and exhibit references
are references with respect to such Transaction Document unless otherwise specified, (c) any reference to any agreement shall include
a reference to all recitals, appendices, exhibits and schedules to such agreement and, unless the prior written consent of any party
is required hereunder and is not obtained, shall be a reference to such agreement as waived, amended, restated, supplemented or otherwise
modified and (d) any reference to a specific Regulation shall be to such Regulation, as modified from time to time, together with any
successor or replacement Regulation, in each case as in effect at the time of determination. Unless the context otherwise requires, when
used in any Transaction Document, the following terms have the following meaning: (u) “execution,” “signed,”
“signature” and words of like import shall be deemed to include electronic signatures and the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Regulation, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other similar state Regulation based on the Uniform Electronic Transactions Act, (v) “incur” means incur, create,
make, issue, assume or otherwise become or remain directly or indirectly liable in respect of or responsible for, in each case whether
directly or indirectly, as primary obligor or guarantor or endorser, and the terms “incurrence” and “incurred”
and similar derivatives shall have correlative meanings, (w) “knowledge” of the any Company Party means the best knowledge
of any officer, director or employee of such Company Party after due inquiry, (x) “including” means “including,
without limitation,” (y) “asset” and “property” have the same meaning and mean, “collectively,
all rights and interests in tangible and intangible assets and properties, whether real, personal or mixed and including cash, capital
stock, revenues, accounts, leasehold interests, contract rights and other rights under Permits and Contractual Obligations” and
(z) “documents” and “documentation” have the same meaning and mean “collectively, all documents,
drafts, instruments, agreements, indentures, certificates, forms, opinions, powers of attorney, notices, summons, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.” The headings in this Agreement are included
for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. All references in this
Agreement or any other Transaction Document to statutes and regulations shall include all amendments of same and implementing regulations
and any successor statutes and regulations; to any instrument or agreement (including any of the Transaction Documents) shall include
any and all modifications and supplements thereto and any and all restatements, extensions or renewals thereof to the extent such modifications,
supplements, restatements, extensions or renewals of any such documents are permitted by the terms hereof and thereof. A Default or an
Event of Default (as defined in the Notes) shall be deemed to exist at all times during the period commencing on the date that such Default
or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to the relevant Note or,
with respect to any Default, is cured within any period of cure expressly provided in the Transaction Documents. Whenever in any provision
of any Transaction Document, any Purchaser is authorized to take or decline to take any action (including making any determination) in
the exercise of its “discretion,” such provision shall be understood to mean that such Purchaser may take or refrain
to take such action in its sole discretion. References to times of the day in any Transaction Document shall refer to Eastern Time. In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including,” the words “to” and “until” each mean “to but excluding” and the
word “through” means “to and including.” Time is of the essence of this Agreement and the other Transaction
Documents. No provision of this Agreement or any of the other Transaction Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any Governmental Authority by reason of such party having or being deemed to have structured, drafted
or dictated such provision. “month” (but not “calendar month”) means each period from a date of determination
to the day (including the Closing Date itself) in the next calendar month numerically- corresponding to such date (provided, that,
if such calendar month does not have any such numerically- corresponding day, such numerically- corresponding day shall be deemed to
be the last day of such calendar month).


 




    	 



     


    




 


V.17
Waiver of Jury Trial and Certain Other Rights.




 


(a) The
parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Regulations, any right that
they may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out
of this Agreement or any Transaction Document (whether based on contract, tort or any other theory). Each party (a) certifies that no
representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other parties would not, in
the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to
enter into this Agreement and the other Transaction Documents by, among other things, the mutual waivers and certifications in this section.


 


(b) Each
Company Party acknowledges and agrees that the foregoing waivers are a material inducement to the Purchaser to enter into and accept
this Agreement. Each Company Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived
its jury trial rights following consultation with such legal counsel. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court. This Section 5.16 shall not restrict a party from exercising remedies under the UCC or from exercising
pre-judgment remedies under applicable Regulations.





 


Signature
Pages Follow


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto
have caused
this Securities
Purchase Agreement to be duly
executed by their respective
authorized signatories as of the date first
indicated
above.





 


	CAPSTONE TECHNOLOGIES GROUP, INC.	Address
                         for Notice:

                         7529
                         Red Oak Lane, Charlotte, NC 28226










 


	By:	 	 
		Michael Pruitt, Chief Executive
    Officer	



 


 







    	 



     


    




 


 







    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


 


	Name
                         of Purchaser: Arena Investors, LP,

      as investment
      adviser and agent
	PURCHASER




 


 


	Signature of Authorized Signatory
  of Purchaser: 	By:	
	 	Name:	Lawrence Cutler
	 	Title:	Chief Operating Officer




 


Address
for Notices to Purchaser:


Arena
Investors, LP


405
Lexington Ave.


59th
Floor


New
York, NY 10174


 


Email:
Lcutler@arenaco.com


EIN
Number:


 




    	 



     


    

 


SCHEDULE
I PURCHASER


 





	Name of Purchaser	 	Purchase
    Price	 	 	Note
    Principal Amount	 	 	#
    of Warrants	 
	Arena Investors,
    LP, 
as investment adviser and agent	 	$	5,000,000	 	 	$	5,375,000	 	 	 	2,687,500	 




 



    	 



     


    

 


Exhibit
A


Form
of Note


 




    	 



     


    

 


Exhibit
B


Form
of Warrant




    	 



     


    

 


NEITHER
THIS SECURITY OR 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, NONE OF THEM MAY 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.


 


7.5%
SECURED CONVERTIBLE PROMISSORY NOTE


 


DUE
MAY 17, 2024


 


Original
Issue Date: May 19, 2022


Conversion
Price; set forth in Section 4(b)


Principal
Amount: $5,375,000


 


Purchase
Price: $5,000,000


 


This
Secured Convertible Promissory Note is a duly authorized and validly issued 7.5% Secured Convertible Promissory Note of Capstone Technologies
Group, Inc., a Nevada corporation (the “Company”), designated as its 7.5% Secured Convertible Promissory Note due
May 17, 2024 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as
of May 19, 2022, between the Company and, among others, Arena Investors, LP, as investment adviser and agent (together with its successors
and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Nevada (the
“Purchase Agreement”).


 


FOR
VALUE RECEIVED, the Company promises to pay to the order of the Holder the principal amount of $5,375,000 on May 17, 2024 (the “Maturity
Date”) in full in cash or on such earlier date as this Note is required or permitted to be repaid as provided hereunder, in
each case together with all accrued but unpaid interest thereon, and otherwise to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note and other amounts owing under any Transaction Document in accordance with the provisions
hereof. Amounts repaid may not bereborrowed.


 


This
Note is subject to the following additional provisions:


 


SECTION
1. DEFINITIONS


 


For
the purposes hereof, in addition to the terms defined elsewhere in this Note or the Purchase Agreement, the following terms shall have
the following meanings:


 


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


 




    	 



     


    

 


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


 


“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on
the balance sheet of that Person.


 


“Capital
Stock” means any share, participation or other equivalent (however designated) of the capital stock of a corporation, any equivalent
ownership interest in any other Person, including partnership interests and membership interests, and any warrant, right or option to
purchase or other arrangement (including through a conversion or exchange of any other property) to acquire or subscribe for any item
otherwise satisfying the definition of “Capital Stock,” whether or not presently convertible, exchangeable or exercisable.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of the following: (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 fifty
percent (50%) of the voting securities of the Company (other than by means of conversion or exercise of the Note), (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 stockholders of the Company immediately prior to such transaction own less than fifty-one percent (51%) 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 and the stockholders of the Company immediately prior to such transaction own less than fifty-one percent
(51%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within
a three year twelve month 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 (d) above.


 


“Closing
Sale Price” means, for any security as of any date, the last closing trade price 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
trade price, then the last trade price 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 trade price 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 trade price 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 trade price is reported for such security by Bloomberg, the average of the ask prices
of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC).
If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price
of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.


 




    	 



     


    

 


“Common
Stock” means the Common Stock of the Company, par value $0.001 per share, and any Capital Stock into which such shares of Common
Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


“Company
Party” means the Company and any of its Subsidiaries, as applicable. “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
Schedule” means the Conversion Schedule in the form of Schedule 1.


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof, including shares of Common Stock issued upon conversion, redemption or amortization of this Note, and shares of Common Stock
issued and issuable in lieu of the cash payment of interest on this Note in accordance with the terms of this Note.


 


“Derivative”
means (a) any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement, (b) any foreign exchange contract, currency swap agreement, futures contract, option contract,
synthetic cap or other similar agreement or arrangement, (d) any futures or forward contract, spot transaction, commodity swap, purchase
or option agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return
swap, and (e) any other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement
designed to alter the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values,
insurance, catastrophic losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes
of this definition, “derivative instrument” means “any derivative instrument” as defined in Statement of Financial
Accounting Standards No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting
Standards Board, and any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such
statement.


 


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


 


“Dilutive
Issuance Notice” shall have the meaning set forth in Section 5(c). “DTC” means the Depository Trust Company.


 


“DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC
Eligible” means that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements,
including transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s underwriting
department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible
for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via
DWAC.


 







    	 



     


    

 


“Equity
Conditions” means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled
to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any,, (b) the Company has timely filed (or obtained
extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the
date hereof pursuant to the Exchange Act, (c) the Company shall have paid all liquidated damages and other amounts owing to the Holder
in respect of this Note,, (d), the Common Stock must be DWAC Eligible and not subject to a “DTC chill,” (e) on any date that
the Company desires to make a payment of interest and/or principal in shares of Common Stock instead of cash, the Common Stock has closed
at or above $2.00 per share on the Trading Market and had at least $2,000,000 in trading volume on the Trading Market with respect to
the Trading Day immediately prior to any date on which interest or principal is to be paid, (f) the Required Minimum Reserve is current
and not deficient in accordance with this Note and the Transaction Documents, (g) this Note and/or the Conversion Shares are registered
under the Securities Act pursuant to an effective registration statement, (h) there is no existing Event of Default or no existing event
which, with the passage of time or the giving of notice, would constitute an Event of Default, (i) the Holder is not in possession of
any information provided by the Company that constitutes, or may constitute, material non-public information, (j) the issuance of the
shares in question to the Holder would not violate the limitations set forth in Section 4(d) herein, and (k) there has been no
public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated.


 


“Equity
Line of Credit” shall have the meaning set forth in Section 5(h).


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, of the Company; provided,
that such issuance is approved by a majority of the nonemployee members of the board of directors of the Company; and provided,
further that such issuance shall not exceed in the aggregate fifteen percent 15% of the outstanding shares of Common Stock without
the prior approval of the Purchaser, (b) shares of Common Stock, warrants or options to advisors or independent contractors of the Company
for compensatory purposes, (c) Securities issued upon the exercise or exchange of or conversion of any Notes issued pursuant to the Purchase
Agreement, and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date hereof and set forth in the Disclosure Schedules; provided, that such Securities have not been amended since the date
hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities,
securities issuable pursuant to any contractual anti-dilution obligations of the Company in effect as of the date hereof; provided,
that such obligations have not been materially amended since the date of hereof and set forth in the Disclosure Schedules, and (e)
securities issued pursuant to s or any other strategic transactions approved by a majority of the disinterested members of the Board
of Directors provided, that any such issuance shall not include a transaction in which the Company is issuing securities primarily
for the purpose of raising capital or to an entity whose primary business is investing in securities and provided, further,
such securities don’t have any registration rights..


 


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


 







    	 



     


    

 


“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 shares
of 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 or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin- off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities,
individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the
outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Subject Entities making or party to, or
Affiliated with any Subject Entity making or party to, such stock purchase agreement or other business combination were not outstanding;
or (z) such number of shares of Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify
its shares of 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 , 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
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock not held by all such Subject Entities as of the date of this Warrant 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 shareholders of the Company to surrender their shares of Common Stock without approval
of the shareholders of the Company, (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent,
or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this
definition which may be defective or inconsistent with the intended treatment of such instrument or transaction, (D) during any period
of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of the Company
(together with any new directors whose election by the board of directors of the Company or whose nomination for election by the stockholders
of the Company was approved by a vote of a majority of the directors then still in office who either were directors at the beginning
of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability
to constitute a majority of the directors then in office, or (E) a Fundamental Transaction has been announced but has not yet closed.


 


“Late
Fees” shall have the meaning set forth in Section 2(d).


 


“Make
Whole Amount” means each of the Mandatory Default Amount and the Mandatory Prepayment Amount.


 




    	 



     


    

 


“Mandatory
Default Amount” means, at any time, the sum of (a) one hundred thirty-five percent (135%) of the sum of the outstanding principal
amount of this Note at such time and all accrued interest hereon unpaid at such time and (b) all other amounts, costs, fees (including
Late Fees), expenses, indemnification and liquidated and other damages and other amounts due to the Holder or any other Purchaser Party
in respect of this Note or any other Transaction Document.


 


“Mandatory
Prepayment Amount” means, with respect to any repayment in cash, at any time with respect to any principal amount, the sum
of (a) one hundred fifteen percent (115%) such outstanding principal amount at such time and all accrued interest hereon unpaid at such
time, and


(b)
all other amounts, costs, fees (including Late Fees), expenses, indemnification and liquidated and other damages and other amounts due
to the Holder or any other Purchaser Party in respect of this Note or any other Transaction Document.


 


“Note
Register” shall have the meaning set forth in Section 2(f). “Notice of Conversion” shall have the meaning
set forth in Section 4(a).


 


“Obligations”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to the Holder or its Purchaser Parties under this Note or any other Transaction Document, whether direct or indirect,
joint or several, absolute or contingent, due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter
arising and however acquired (regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument
or for the payment of money, including, without duplication, (i) the principal amount of the Note owing by the Company or any other Company
Party, (ii) all other amounts, fees (including all Late Fees), interest (including any increase upon an Event of Default), liquidated
damages, commissions, charges, costs, expenses, attorneys’ fees and disbursements, indemnities (including Losses and other amounts
for which any Company Party is required to indemnify the Holder or any of its Purchaser Parties under the Purchase Agreement), reimbursement
of amounts paid and other sums chargeable to any Company Party under any Transaction Document or otherwise arising under any Transaction
Document and (iii) all interest on any item otherwise qualifying as “Obligation” hereunder, whether or not accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, whether or not
a claim for post-filing or post-petition interest is allowed in such proceeding.


 


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


 


“Permitted
Debt” means all of the following: (i) Indebtedness owing to the Company under any Transaction Document; (ii) unsecured intercompany
Indebtedness between the Company and its Subsidiaries in the ordinary course of business, which is subject to a subordination agreement
in such form as approved by the Holder; (iii) unsecured Indebtedness of the Company or any of its Subsidiaries to trade creditors (including
overdue amounts on invoices) incurred on customary terms in the ordinary course of business; (iv) existing Indebtedness owed to Banks
consummated prior to and existing on the Closing Date and as disclosed on the Disclosure Schedule; (v) Indebtedness of the Company or
any Subsidiary under Capital Leases for equipment or Indebtedness of the Company or any Subsidiary secured by a Purchase Money Lien,
which Indebtedness shall not at any time exceed $50,000 in the aggregate for the Company and its Subsidiaries; (vi) Indebtedness of the
Company or any of its Subsidiaries under leases for facilities that are treated as Capital Leases under GAAP; (vii) unsecured Indebtedness
in an aggregate principal amount of not greater than $100,000 following the date hereof which is subject to a subordination agreement
in such form as approved by the Holder; and (ix) any other Indebtedness incurred with the prior written consent of the Holder.


 




    	 



     


    

 


“Permitted
Liens” means all of the following:


 


(i) Liens
securing the payment of taxes, assessments or other charges or levies imposed by any Governmental Authority which are either not yet
overdue or the validity of which are being contested in good faith by appropriate proceedings diligently pursued and with respect to
which adequate reserves have been set aside on its books;


 


(ii) non-consensual
statutory Liens (other than Liens securing the payment of taxes) arising in the ordinary course of business to the extent (A) such Liens
secure Indebtedness that is not overdue or (B) such Liens secure Indebtedness relating to claims or liabilities that are fully insured
and being defended at the sole cost and expense and at the sole risk of the insurer or being contested in good faith by appropriate proceedings
diligently pursued, in each case prior to the commencement of foreclosure or other similar proceedings and with respect to which adequate
reserves have been set aside on its books;


 


(iii) zoning,
building and land use restrictions, easements, servitudes, encumbrances, licenses, covenants and other restrictions affecting the use
of real property or minor defects or irregularities in title thereto that do not interfere in any material respect with the use of such
real property or the ordinary conduct of the business of the Company and its Subsidiaries as presently conducted thereon or materially
impair the value of the real property that may be subject thereto;


 


(iv) pledges
and deposits of cash in the ordinary course of business in connectionwith workers’ compensation, unemployment insurance and other
types of social security benefits consistent with current practices as in effect on the date hereof;


 


(v) undetermined
or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered
in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable Regulation or which
although filed or registered, relate to obligations not due or delinquent, including without limitation of statutory Liens incurred,
or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation;


 


(vi) Liens
or deposits to secure the performance of bids, tenders, expropriation proceedings, trade contracts, leases, statutory obligations, surety
and performance bonds and other obligations of a like nature (other than for borrowed money), and deposits to secure equipment contracts,
in each case incurred in the ordinary course of business;


 


(vii)
appeal bonds;




 


(viii)
landlord Liens for rent not yet due and payable;




 


(ix) Liens
arising from operating leases and the precautionary UCC financing statement filings in respect thereof;


 


(x) judgments
and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default; provided, that,
(A) such Liens are being contested in good faith and by appropriate proceedings diligently pursued, (B) adequate reserves or other appropriate
provision, if any, as are required by GAAP have been made therefor and (C) a stay of enforcement of any such Liens is in effect;


 


(xiii)
customary rights of set-off or combination of accounts in favor of a financial institution with respect to deposits maintained by it;




 




    	 



     


    

 


(xiv) Liens
arising under the Transaction Documents and Liens which have been set forth in any Disclosure Schedule referenced in the Purchase Agreement;
and


 


(xv) Liens
disclosed in writing to the Holder and approved by the Holder owing to Banks or any of its affiliates, successors or assignees.





 


“Principal
Market” means the OTC Markets Group Inc. PINK.


 


“Purchase
Money Lien” means any Lien securing Indebtedness (i) 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 or lease
of such equipment or (ii) existing on such equipment at the time of its acquisition in each case provided, that the Lien is confined
solely to the property so acquired and improvements thereon, and the proceeds of such equipment.


 


“Required
Minimum Reserve” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to this Note, including any Conversion Shares issuable upon conversion in full of this Note, ignoring any conversion
limits set forth therein, which shall initially be: 16,125,000 shares, but shall be increased by the Company within three (3) days of
the approval by the State of Nevada of its increased in authorized shares of Common Stock (subject to proportionate adjustment for any
reverse stock split or similar reclassification of the Common Stock).


 


“Securities”
means any Capital Stock, voting trust certificates, certificates of interest or participation in any profit sharing Contractual Obligation
or arrangement, loans, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, or otherwise,
any other item commonly known as “security,” any other item treated as “security” under the Securities Act, the
Investment Company Act of 1940, the Investment Advisers Act of 1940 or any other Regulation of the United States, any State, province
or any political subdivision of either of them and any certificate of interest, share or participation in temporary or interim certificates
for the purchase or of, or any option, warrant, right to subscribe to, purchase or acquire, or any Derivative valued by reference to,
any item otherwise qualifying as Security hereunder.


 


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


 


“Subject
Entity” means any Person, Persons or or “group” (as described in Rule 13d- 5(b)(1) promulgated under the Exchange
Act) or any Affiliate or associate of any such Person, Persons or “group”.


 


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


 


“Variable
Priced Equity Linked Instruments” shall have the meaning set forth in Section 5(h).


 


“Variable
Rate Transaction” shall have the meaning set forth in Section 5(h).


 


SECTION
2. REPAYMENT


 


a) Amortization
of Principal. Except as expressly set forth in this Note, there is no requirement to amortize or otherwise repay the principal amount
of this Note prior to the Maturity Date.


 




    	 



     


    




 


b)
Mandatory Prepayments.




 


(i)
[Reserved].




 


c)
Voluntary Prepayments. So long as no Event of Default exists, at any time upon ten (10) days’ prior written notice to the Holder
(which notice shall be a Transaction Document and constitute an irrevocable agreement to pay such amount on the date set forth on such
notice) stating the proposed date and proposed principal amount of such prepayment, but subject to the Holder’s conversion rights
set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest, and any other
amounts due under this Note. If the Company exercises its right to prepay any principal amount under the Note, the Company shall pay
to the Holder in cash an amount equal to the Mandatory Prepayment Amount. The Holder may continue to convert the principal amount of
the Note to be prepared after the date notice of the prepayment is given until the date it receives such prepayment. No prepayment may
be made hereunder without the notice required hereunder or without payment of the Mandatory Prepayment Amount. The Holder shall have
the option to refuse or accept, in its sole discretion, any attempted prepayment made without the notice required hereunder or any attempted
prepayment that does not appear to include the full Mandatory Prepayment Amount when required. In addition, regardless of the intended
characterization of the Company of any payment, the Holder shall have the option, in its sole discretion, to recharacterize or apply
any portion of such prepayment, including recharacterizing a payment as a smaller prepayment of principal together with payment of the
remainder of the Mandatory Prepayment Amount to account for a payment of the Mandatory Prepayment Amount. The Holder may apply any payment
made under any Transaction Document to any outstanding Obligation, in its sole discretion. The Company hereby irrevocably waives the
right to direct the application of any payment in respect to any amount due under the Transaction Documents or, after any Event of Default,
any proceeds of Collateral thereunder. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included
in the computation of payment of interest or fees, as the case may be. Each determination by the Holder of an amount of interest or fee
due hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


d) Interest.
The Company shall pay interest on an annual basis in arrears in cash to the Holder commencing on July 1, 2022 and continuing each quarter-annual
anniversary of such date until the Obligations have been satisfied in full, on the aggregate then outstanding principal amount of this
Note at the rate of seven and one half percent (7.5%) per annum from the date such Note is issued (or in the case of any other Obligation,
from the date such obligation becomes due and payable) until all such principal amounts and other Obligations are paid in full in cash,
in immediately available Dollars, or, at the option of the Holder, upon two (2) Business Days’ notice to the Company and assuming
all the Equity Conditions have been complied with, in shares of freely tradeable Common Stock, in such an amount which equals the amount
of interest to be paid divided by the average Closing Sale Price over the twenty (20) Trading Day period immediately preceding the notice
provided by the Holder to the Company. Any interest payments hereunder payable in cash, will be paid in immediately available Dollars.
Accrued and unpaid interest shall be due and payable on each Conversion Date, prepayment date, and on the Maturity Date, or as otherwise
set forth herein. Upon an Event of Default, the interest rate set forth hereunder shall increase as provided in Section 7(b) of this
Note.


 







    	 



     


    




 


e) Late
Fee. The Company shall pay a late fee (the “Late Fees”) on any amount required to be paid under any Transaction
Document and not paid within three Business Days of when due, at a rate equal to the lesser of an additional five percent (5%) of such
amount required to be paid at such time or the maximum rate permitted by applicable law which shall be due and owing daily from the date
such amount is due hereunder through the date of actual payment in full of such amount in cash or Common Stock, as determined by the
Holder. These Late Fees are to cover the extra internal expenses and inconvenience involved in handling delinquent payments and is not
to be construed to cover or be applied against any indemnity or any out-of-pocket fees, costs or expenses incurred in any action to collect
any Obligation or to foreclose any Lien securing the same. This provision shall not affect or limit the holder’s rights or remedies
with respect to any Event of Default.


 


f) Interest
and Fee Calculations and Payment Provisions. All payments made under any Transaction Document, except as otherwise expressly provided
in such Transaction Document, shall be made in cash, in immediately available Dollars without set off or counterclaim. Interest and fees
shall be calculated on the basis of a 360-day year, consisting of twelve (12) thirty (30) calendar day periods, for the actual number
of days (including the first day but excluding the last day) occurring in the applicable period and shall accrue daily. Interest hereunder
will be paid to the initial Holder or, if the Company has received notice of any transfer thereof signed by the initial Holder or any
successive Holders, to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers
of this Note (the “Note Register”). No prepayment may be made hereunder without the notice required hereunder or without
payment of the Mandatory Prepayment Amount. The Holder shall have the option to refuse or accept, in its sole discretion, any attempted
prepayment made without the notice required hereunder. or any attempted prepayment that does not appear to include the full Mandatory
Prepayment Amount when required. In addition, regardless of the intended characterization of the Company of any payment, the Holder shall
have the option, in its sole discretion, to recharacterize or apply any portion of such prepayment, including recharacterizing a payment
as a smaller prepayment of principal together with payment of the remainder of the Mandatory Prepayment Amount to account for a payment
of the Mandatory Prepayment Amount. The Holder may apply any payment made under any Transaction Document to any outstanding Obligation,
in its sole discretion. The Company hereby irrevocably waives the right to direct the application of any payment in respect to any amount
due under the Transaction Documents. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included
in the computation of payment of interest or fees, as the case may be. Each determination by the Holder of an amount of interest or fee
due hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


SECTION
3.REGISTRATION OF TRANSFERS AND EXCHANGES


 


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


 




    	 



     


    

 


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


 


c) Reliance
on Note Register. The initial Holder is listed herein. 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, upon receipt of appropriate signed notice
from the Person previously listed on the Note Register as owner hereof, 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) Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in
whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion
limitations set forth in Section 4(d)). 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 a Conversion Schedule, containing
at a minimum the information shown on Schedule 1, and showing historically, among other things, the principal amounts converted
and the date of such conversions. The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery
of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative
in the absence of manifest error. On the date of receipt of a Notice of Conversion, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule
144 or an effective and available registration statement, in the form attached hereto as Annex B, of receipt of such Notice of
Conversion to the Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process
such Notice of Conversion in accordance with the terms herein.


 


b)
Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $1.00.




 


Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 and the Holder
shall have the right to pursue all remedies available to it hereunder, at law or in equity including a decree of specific performance
and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any
other Section hereof or under applicable law.


 


c)
Mechanics of Conversion.




 


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


 






    	 



     


    




 


ii.
Delivery of Certificate Upon Conversion. Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery
Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion
Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current
public information and the Company has received an opinion of counsel (as required pursuant to Section 4.1(c) of the Securities Purchase
Agreement) to such effect, which such opinion must be acceptable to the Holder in its sole and absolute discretion (which opinion the
Company’s counsel or at the Holder’s option, the Holder shall be responsible for obtaining at the Company’s sole cost
and expense) shall be free of restrictive legends and trading restrictions, representing the number of Conversion Shares being acquired
upon the conversion of this Note. All certificate or certificates required to be delivered by the Company under this Section 4(c) shall
be delivered electronically through DTC or another established clearing corporation performing similar functions. If the Conversion Date
is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information,
or there is no registration statement in effect covering the Conversion Shares, the Conversion Shares shall bear a restrictive legend
in the following form, as appropriate:


 


“THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


Notwithstanding
the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information
requirements, the Company, upon request and at the sole cost and expense of the Company, shall obtain a legal opinion that is acceptable
to the Holder in its sole and absolute discretion, to allow for such sales under Rule 144 and a bank check shall accompany the Certificates
in the amount of accrued and unpaid interest (unless the Holder has elected to receive Conversion Shares for the accrued and unpaid interest).


 


iii.
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates 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 certificate or certificates, to rescind such Conversion, in which event the Company
shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the
Common Stock certificates issued to such Holder pursuant to the rescinded Notice of Conversion.


 




    	 



     


    




 


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 Regulations 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; provided, that such delivery shall not operate as a waiver
by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert
any or all of the outstanding principal or interest 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 Regulation, Contractual Obligation 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. If the injunction is not granted, the Company shall promptly comply with all conversion obligations
herein. If the injunction is obtained, the Company must post a surety bond for the benefit of the Holder in the amount of one hundred
fifty percent (150%) of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in
effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder
to the extent it obtains judgment. In the absence of seeking such injunction, the Company shall issue Conversion Shares or, if applicable,
cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates
pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not
as a penalty, (i) $1,000 per day for the first thirty (30) calendar days of such failure and (ii) $5,000 per day for each day after the
first thirty (30) calendar days of such failure until such certificates are delivered or Holder rescinds such conversion. Nothing herein
shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 7 for the Company’s
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including a decree of specific performance and/or injunctive relief. The exercise of any such rights
shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable Regulation.


 


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


 




    	 



     


    




 


vi.
Reservation of Shares Issuable Upon Conversion. Subject to the applicable provisions of the Purchase Agreement, the Company covenants
that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of
Common Stock at least equal to the Required Minimum Reserve for the sole purpose of issuance upon conversion of this Note and payment
of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons
other than the Holder (and the other holders of the Notes). 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. The Company shall calculate and readjust the minimum
share reserve on the first Business Day of each month so long as this Note is outstanding; provided, however, in no event
shall such minimum share reserve be reduced below the Required Minimum Reserve.


 


vii.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, 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.


 


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


 







    	 



     


    

 


d) Holder’s
Conversion Limitations. The Company shall not effect any conversion of principal or interest of this Note, and a Holder shall not
have the right to convert any principal or interest of this Note, to the extent that after giving effect to the conversion set forth
on the applicableNotice 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) (such Persons, “Attribution Parties”) 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 and Attribution Parties or Attribution Parties 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 or Attribution Parties 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 (including any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution Parties. 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 or Attribution Parties) 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 or Attribution Parties) 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 paragraph 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 Commission,
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
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 9.99% 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 may increase the Beneficial Ownership Limitation at any time and 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); provided, that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions
of this Section 4(d) shall continue to apply. Any such increase will not be effective until the sixty-first (61st) day after
such notice is delivered to the Company. Provided, further, to the extent that the Holder’s right to participate
in any such conversion right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such conversion right to such extent (or beneficial ownership of such shares of Common Stock as a result of such conversion
right to such extent) and such conversion right to such extent shall be held inabeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. For the avoidance of doubt,
in the event that any Note conversion will violate the Beneficial Ownership Limitation (the “Trigger Date”) , then
the Holder, at its option and in addition to any other rights it has hereunder, may: (i) require the Company issue the Holder an additional
right to acquire a warrant (the “New Warrant”) exercisable into 9.99% of the shares of Common Stock issuable upon
exercise of all outstanding securities on the applicable Trigger Date (the “New Warrant Shares”). The New Warrant
shall be of like tenor to the outstanding Warrants, mutatis mutandis, and an exercise price equal to the lowest price per share
for which one share of Common Stock is at any time, directly or indirectly, issuable pursuant to any such outstanding Warrant. The New
Warrant shall be exercisable into 9.99% of the shares of Common Stock issuable upon exercise of all outstanding Warrants as of Trigger
Date; and (ii) negotiate in good faith with the Company in order to consider other approaches, such as putting the shares to be converted
that are in excess of the Beneficial Ownership Limitation in a trust to be accessed by the Holder if, as, and when the Conversion Shares
so held may be converted in accordance with the provisions of this Section 4(d).


 




    	 



     


    




 


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 Restricted Payment payable in shares of Common Stock on shares of Common Stock or any Stock Equivalents (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, this Note), (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 stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination orre-classification.


 


b) So
long as this Note remains outstanding, other than in respect of an Exempt Issuance, the Company shall not enter into any financing transaction
pursuant to which the Company sells its Securities at a price lower than the Conversion Price (subject to adjustment in accordance with
Section 4(b) and Section 5(a)) without the written consent of the Holder. Subject to the foregoing, if, at any time while this Note is
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 Commo n 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
then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive
Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation
of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options
or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective
price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion
Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment
shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustment will be
made under this Section 5(b) in respect of an Exempt Issuance. For the avoidance of doubt, if the Company engages in an at-the-market
offering, the Company shall be deemed to have issued Common Stock at the lowest sale price at which the Common Stock was sold in such
offering. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the Purchase Agreement, the Company
shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price, exercise price or exchange
rate (or other price) at which such securities may be converted into or exchangeable or exercised for. The Company shall notify the Holder
in writing, no later than 1 Business 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 (as adjusted in accordance with Section 5)(a)) on
or after the date of such Dilutive Issuance, regardless of whether the Holder accurately refers to the Base Conversion Price in the Notice
of Conversion.


 


c) Most
Favored Nation Status. If the Company or any Subsidiary thereof, as applicable, at any time while this Note is outstanding, shall
sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or Stock Equivalents, at an effective price per share less
than the Conversion Price then in effect other than in respect of an Exempt Issuance (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the
Common Stock or Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection
with such issuance, be entitled to receive Common Stock at an effective price per share that is less than the Conversion Price, such
issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance at such effective
price), then simultaneously with the consummation of each Dilutive Issuance the Conversion Price shall be reduced and only reduced to
equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Stock Equivalents are issued. The Company shall
notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Stock Equivalents
subject to this Section 5(c), 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(c), upon the occurrence of any Dilutive Issuance, the
Holder is entitled to receive a number of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Conversion. If the Company enters into a Variable Rate Transaction, despite the prohibition
thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Stock Equivalents at the lowest possible
conversion or exercise price at which such Securities may be converted or exercised. This Section be of no further force and effect following
the full repayment of this Note.


 




    	 



     


    




 


d) Pro
Rata Distributions. While this Note is outstanding, the Company shall not declare or make any Restricted Payment (or rights to receive
Restricted Payments). In the event that the Note is permissibly repaid at the time of such Restricted Payment, the Holder shall not be
entitled to participate in such Restricted Payment. If the Holder and the Company mutually agree, and the Note is not repaid at the time
of such Restricted Payment, then the Holder shall be entitled to participate in such Restricted Payment 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 exercise of this
Note (without regard to any limitations on exercise hereof, including the Beneficial Ownership Limitation) immediately before the date
of which a record is taken for such Restricted Payment, 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 Restricted Payment (provided, that to the extent that the Holder’s
right to participate in any such Restricted Payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Restricted Payment to such extent (or in the beneficial ownership of any shares of
Common Stock as a result of such Restricted Payment to such extent) and the portion of such Restricted Payment 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).


 


e) Fundamental
Transaction. Upon the occurrence of any Fundamental Transaction, the Holder, upon any subsequent conversion of this Note, 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 in Section 4(c) 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 4(c) 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 (1) 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, in accordance with the provisions
of this Section 5(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the
Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to this Note which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable 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 with the same effect as
if such Successor Entity had been named as the Company herein. For the avoidance of doubt, in the event of the occurrence of a Fundamental
Transaction, the Successor Entity, in addition to any of its other obligations set for in this Section 5, shall agree in writing that
the Holder is entitled to the anti-dilution rights set forth in this Section 5 for the time period set forth in the Note, or if longer
two (2) years after the closing of the Fundamental Transaction.


 




    	 



     


    




 


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 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. Notwithstanding anything in this Section 5 to the contrary, no adjustment pursuant to this Section
5 shall increase the Conversion Price (other than proportional increases upon the occurrence of a reverse stock split in accordance with
Section 5(a) above).


 


ii.
Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other Restricted
Payment in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe
for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the 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 the 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 twenty (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 the Common Stock of record to be entitled to such dividend, distribution,
Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for Securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall, if and as applicable, simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K or take such other action as reasonably determined by the Holder to disseminate such material,
non-public information to the marketplace. The Holder shall remain entitled to convert this Note during the 20-day period commencing
on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth
herein.


 




    	 



     


    




 


h) Variable
Rate Transaction. So long as this Note remains outstanding, the Company shall not directly or indirectly (i)(A) consummate any exchange
of any Indebtedness and/or Securities of the Company for any other Securities and/or Indebtedness of the Company, (B) cooperate with
any person to effect any exchange of Securities and/or Indebtedness of the Company in connection with a proposed sale of such Securities
from an existing holder of such Securities to any other unrelated Person), and/or (C) reduce and/or otherwise change the exercise price,
conversion price and/or exchange price of any Stock Equivalent of the Company and/or amend any non-convertible Indebtedness of the Company
to make it convertible into Securities of the Company, (ii) issue or sell any of its Securities either (A) at a conversion, exercise
or exchange rate or price that is based upon and/or varies with the trading prices of, or quotations for, Common Stock, and/or (B) with
a conversion, exercise or exchange rate and/or price that is subject to being reset on one or more occasions either (1) at some future
date after the initial issuance of such Securities or (2) upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock, and/or (iii) enter into any agreement (including an “equity
line of credit” or an “at-the-market offering”) whereby the Company may sell Securities at a future determined price.
Any transaction contemplated in this Section 5(h), shall be referred to as a “Variable Rate Transaction”. The Holder
shall be entitled to obtain injunctive relief against the Company to preclude any Variable Rate Transaction (without the need for the
posting of any bond or similar item, which the Company hereby expressly and irrevocably waives the requirement for), which remedy shall
be in addition to any right of the Holder to collect damages. A “Variable Rate Transaction” shall also mean, collectively,
an “Equity Line of Credit” or similar agreement, or a Variable Priced Equity Linked Instrument. For purposes hereof, “Equity
Line of Credit” means any transaction involving a written agreement between the Company and an investor or underwriter whereby
the Company has the right to “put” its Securities to the investor or underwriter over an agreed period of time and at future
determined price or price formula (other than customary “preemptive” or “participation” rights or “weighted
average” or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar
transactions that are not Variable Priced Equity Linked Instruments), and “Variable Priced Equity Linked Instruments”
means: (A) any Stock Equivalent convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of
Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading
prices of or quotations for Common Stock at any time after the initial issuance of such Stock Equivalent, or (2) with a conversion, exercise
or exchange price that is subject to being reset on more than one occasion at some future date at any time after the initial issuance
of such debt or equity security due to a change in the market price of the Common Stock since date of initial issuance (other than customary
“preemptive” or “participation” rights or “weighted average” or “full-ratchet” anti-dilution
provisions or in connection with fixed-price rights offerings and similar transactions), and (B) any amortizing convertible Stock Equivalent
which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such transaction has
the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a price that is based
upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such Stock Equivalent
(whether or not such payments in Common Stock are subject to certain equity conditions). Notwithstanding the foregoing, the Company may
engage in an “at-the-market” transaction on customary terms long as such transaction is consummated in accordance with Section
2(b).


 




    	 



     


    




 


i) Notwithstanding
anything which may be otherwise contained in this Section to the contrary, for the avoidance of doubt, the Company shall not effect any
conversion of principal or interest of this Note and a Holder shall not have the right to convert any principal or interest of this Note,
at a Conversion Price which is less than the Floor Price, subject to adjustment for any stock split, stock combination, reclassification
or similar transaction that proportionately decreases or increases the Common Stock.


 


SECTION
6.REDEMPTION


 


a) Optional
Redemption at Election of Company. Provided that the Company has satisfied all of the Equity Conditions and subject to the provisions
of this Section 6(a), at any time after the first anniversary of the Original Issue Date, the Company may deliver a notice to the Holder
(an “Optional Redemption Notice”, accompanied by proof of funds and a statement that any extant Event of Default shall
be cured by the applicable Optional Redemption, and the date such notice is deemed delivered hereunder, the “Optional Redemption
Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of this
Note for cash in an amount equal to the Optional Redemption Amount as provided on Schedule 6(a) hereto (the “Optional Redemption
Amount”) on the 20th Trading Day following the Optional Redemption Notice Date (such date, the “Optional
Redemption Date”, such 20-Trading Day period, the “Optional Redemption Period” and such redemption, the
“Optional Redemption”). The Optional Redemption Amount as determined in accordance with Schedule 6(a), is payable
in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Equity Conditions shall have
been met, the Company has provided the Holder with proof of funds to defease the principal, interest, and any redemption premium due
pursuant to the applicable Optional Redemption, and there is an effective registration statement covering the Conversion Shares on each
Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and
including the date payment of the Optional Redemption Amount is actually made in full. If any of the Equity Conditions shall cease to
be satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by
notice to the Company within 10 Trading Days after the first day on which any such Equity Condition has not been met (provided that if,
by a provision of the Transaction Documents, the Company is obligated to notify the Holder of the non- existence of an Equity Condition,
such notice period shall be extended to the tenth Trading Day after proper notice from the Company) in which case the Optional Redemption
Notice shall be null and void, ab initio. The Company covenants and agrees that it will honor all Notices of Conversion tendered
from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full. The
Company’s determination to pay an Optional Redemption in cash shall be applied ratably to all of the holders of the then outstanding
Notes based on their (or their predecessor’s) initial purchases of Notes pursuant to the Purchase Agreement.


 


b) Optional
Redemption Procedure. Subject to Section 6(a), the payment of cash pursuant to an Optional Redemption shall be payable on the Optional
Redemption Date. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company by the applicable
due date, interest shall accrue thereon at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted by applicable
law until such amount is paid in full (the “Optional Redemption Interest Rate”). Notwithstanding anything herein contained
to the contrary, if any portion of the Optional Redemption Amount, as applicable, remains unpaid after such date, the Holder may elect,
by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, as applicable, ab initio,
and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise
such Optional Redemption (for the avoidance of doubt, (i) in the event that the Holder elects to invalidate such Optional Redemption,
no further Optional Redemption Interest payments described in this Section 6(a) shall be due by the Company, and (ii) [reserved].


 




    	 



     


    




 


c) Holder’s
Right to Convert Following Receipt of Optional Redemption Notice. The Holder shall be allowed at its option and upon written notice
to the Company (i) to convert all or any outstanding portion of the Note, including principal, accrued interest and penalties into Conversion
Shares through the date all amounts owing thereon are due and paid in full or (ii) to convert all or any outstanding portion of the Note,
including principal, accrued interest and penalties into shares of the Series B Convertible Preferred Stock based on the Conversion Price,
as adjusted, set forth in this Note, through the date all amounts owing thereon are due and paid in full.


 


d) Optional
Redemption at Election of Holder. Holder reserves the right and the option to require that the Company redeem the then existing balance
of the Note, including principal, interest, penalties and the redemption amounts shown on Section 6(a) herein, up to a maximum of fifty
percent (50%) net proceeds received by the Company from any Subsequent Financing in accordance with the provisions of Section 2 hereof.


 





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 Regulation or pursuant to any judgment, decree or order of any court, or any order,
rule or Regulation of any Governmental Authority):


 


i.
any default in the payment of (A) the principal amount of this Note or (B) interest, fees, liquidated damages or any other amount
owing to a Holder on this Note or by any Company Party under any Transaction Document, as and when the same shall become due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);


 


ii.
under any agreement, mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under
which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any
long term leasing or factoring arrangement that (a) involves an obligation greater than $100,000, whether such indebtedness now exists
or shall hereafter be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which
it would otherwise become due and payable;


 


iii.
the Company shall be a party to any Fundamental Transaction or Change of Control Transaction or shall agree to sell or dispose of all
or in excess of fifty percent (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);


 


iv.
any Company Party shall fail for any reason to comply any Section of this Note or any Transaction Document that provides for an action
after a notice period or that provides a specific period of time for the Company Parties to comply with;


 




    	 



     


    

 


v.
any representation or warranty made by any Company Party in this Note, any other Transaction Document, any other Contractual Obligation
with, or any other report, financial statement, document, written 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;


 


vi.
any Company Party shall provide at any time notice to the Holder, including by way of public announcement, of such Company Party’s
intention to not honor any provision of this Note or any other Transaction Document (including requests for conversions of this Note
in accordance with the terms hereof);


 


vii.
any Company Party shall fail to observe or perform any other covenant, provision, or agreement contained in this Note or any other Transaction
Document which failure is not cured, if possible to cure, within the earlier to occur of (A) five (5) Trading Days after notice of such
failure sent by the Holder or by any other Holder to the Company and (B) five (5) Trading Days after any Company Party has become or
should have become aware of such failure;


 


viii.
(a) a breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under any
Indebtedness of any Company Party (a) having (individually or in the aggregate for all such Indebtedness) an aggregate maximum principal
amount or commitment greater than Fifty Thousand Dollars ($50,000), or (b) any such Indebtedness shall become or be declared due and
payable prior to the date on which it would otherwise become due and payable;


 


ix.
A breach, default or event of default (without regard to any subsequent waiver of such event of default or any grace or cure period provided
in the applicable agreement, document or instrument) shall have occurred under any other Contractual Obligation to which any Company
Party is obligated;


 


x.
(A) any Company Party or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) of any Company Party commences a
case or other Proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency,
winding up, reorganization, arrangement, adjustment, protection, relief or composition of debts or liquidation or similar Regulation
of any jurisdiction relating to the Company or any Subsidiary thereof or any Proceeding seeking the entry of an order for relief or the
appointment of a custodian, receiver, trustee, liquidator or other similar official for it or for any of its assets, (B) any such case
or other Proceeding is commenced against the Company or any Subsidiary thereof by any other Person and such case or other Proceeding
is not dismissed within forty-five (45) 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 other Proceeding is entered, (D) the Company or any Subsidiary
thereof shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts as they mature
or shall make a general assignment for the benefit of creditors, (E) 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 (F) 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 to authorize or otherwise for the purpose of effecting any of the foregoing;


 







    	 



     


    

 


xi.
any monetary judgment, writ or similar final process shall be entered or filed against any Company Party, any Subsidiary of any Company
Party or any of theirassets for more than Fifty Thousand Dollars ($50,000), and such judgment, writ or similar final process shall remain
unvacated, unbonded or unstayed for a period of forty-five (45) calendar days;


 


xii.
the occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any asset of any Company Party or
any Subsidiary of any Company Party having an aggregate fair value or repair cost (as the case may be) in excess of Fifty Thousand Dollars
($50,000) individually or in the aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within
thirty (30) days after the date thereof;


 


xiii.
at any time after the Original Issue Date, the Common Stock shall not be eligible for listing or quotation for trading on a Trading Market
and shall not be eligible to resume listing or quotation for trading thereon within five (5) Trading Days or the transfer of shares of
Common Stock through DTC is no longer available or “chilled”;


 


xiv.
at any time after the Original Issue Date, the Company does not meet the current public information requirements under Rule 144, which
failure is not cured, if possible to cure, within two (2) Trading Days after the expiration of the applicable grace period permitted
under Rule 12b-25 of the Exchange Act; unless the Company files a Form 12b-25 for the relevant report required to meet the current
public information requirements under Rule 144;


 


xv.
at any time after the Original Issue Date, the Company fails to file with the Commission any required reports under Section 13 or 15(d)
of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), which failure is not cured,
if possible to cure, within two (2) Trading Days after the expiration of the applicable grace period permitted under Rule 12b-25 of the
Exchange Act; unless the Company files a Form 12b-25 for such report;


 


xvi.
the Company sells or otherwise disposes of any of its assets outside of the ordinary course of its business;


 


xvii.
prior to the payment in full and satisfaction of the owed under this Note, any security interest and Lien purported to be created by
any Transaction Document shall cease to be in full force and effect, or shall cease to give the Holders, the Liens, rights, powers and
privileges purported to be created and granted under such Transaction Documents (including a perfected first priority security interest
in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in such Transaction Document)) in favor of the
Holders, or shall be asserted by the Company or any Affiliate(s) not to be a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or any such Transaction Document) security interest in or Lien on the Collateral covered thereby;


 


xviii.
the Company shall enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in
whole or in part, Section 3(a)(l0) of the Securities Act;


 


xix.
the Company shall enter into a Variable Rate Transaction;




 


xx.
any attempt by the Company or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance,
or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower,
to the Holder or its successors and assigns, which is not immediately cured by Borrower’s public disclosure of such information
on that same date;


 




    	 



     


    




 


xxi.
the Initial Registration Statement (as defined in the Registration Rights Agreement) shall not have been filed by the Filing Date and
has not be declared effective by the Commission by the Effectiveness Dated (as each term is defined in the Registration Rights Agreement);
or


 


xxii.
if during the Effectiveness Period (as defined in the Registration Rights Agreement), either (a) the effectiveness of the Registration
Statement lapses for any reason or (b) the Holder shall not be permitted to resell Registrable Securities (as defined in the Registration
Rights Agreement) under the Registration Statement for a period of more than 20 consecutive Trading Days or 30 non-consecutive Trading
Days during any 12 month period; provided, however, that if the Company is negotiating a merger, consolidation, acquisition
or sale of all or substantially all of its assets or a similar transaction and, in the written opinion of counsel to the Company, the
Registration Statement would be required to be amended to include information concerning such pending transaction(s) or the parties thereto
which information is not available or may not be publicly disclosed at the time, the Company shall be permitted an additional 10 consecutive
Trading Days during any 12 month period pursuant to this Section.


 


The
clauses in the definition of Event of Default above operate independently, so that any action or event that falls within any such clause
shall constitute an Event of Default regardless of, whether because of a grace period or threshold or otherwise, it falls outside the
language of any other clause.


 


b) Remedies
Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section 4(d), and subject
to any other limitations regarding percentage of ownership of Common Stock contained herein, if any Event of Default occurs, then the
outstanding principal amount of this Note, plus accrued but unpaid interest (including all interest, whether or not accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding, all of which shall
continue to accrue whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, liquidated
damages and any other amounts owing by any Company Party in respect thereof or under any Transaction Document through the date of acceleration,
shall become, at the Holder’s election in its sole discretion, in whole or in part, immediately due and payable, in cash or in
shares of Common Stock (at the Holder’s option in its sole discretion), at the Mandatory Default Amount, divided by the Conversion
Price. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest
on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four
percent (24.0%) per annum) or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount
in cash or in shares of Common Stock, 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 (other than the Holder’s election to declare such acceleration), 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. 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 and the other Transaction Documents and to enforce its rights hereunder and thereunder.


 




    	 



     


    




 


SECTION
8. NEGATIVE COVENANTS


 


Except
as contemplated by the Transaction Documents and unless approved in writing by all of the Holders, as long as any portion of this Note
or any other Obligation is not paid in full, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly,
do any of the following:


 


a) other
than Permitted Debt, enter into, create, incur, assume, enter into Guaranty Obligations with respect to, or suffer to exist any Indebtedness
or repay the principal amount of, redeem, purchase or otherwise acquire or offer to repay the principal amount of, redeem, repurchase
or otherwise acquire any Indebtedness whether or not extant on the Original Issue Date (other than the Notes on a pro rata basis based
on the principal amounts outstanding);


 


b) other
than Permitted Liens, create, permit, incur or suffer to exist any Lien on any assets other than the Liens securing the Obligations created
pursuant to the Transaction Documents;


 


c)
except in the ordinary course of its business, sell or otherwise dispose of any of its




assets;


 


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


 


e) amend
its charter documents, including its articles of incorporation and bylaws, in any manner that materially and adversely affects any rights
of the Holder;


 


f) make,
approve, or offer to make any Restricted Payment any shares of Capital Stock other than with respect to the Conversion Shares, and then
only as permitted or required under the Transaction Documents;


 


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


 


h)
consummate a Fundamental Transaction or Change of Control;




 


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




 


j) fail
to use the proceeds of the Note as provided for in the Transaction Documents, including being engaged in operations involving the financing
of any investments or activities in, or any payments to, any Sanctioned Person;


 


k) take
or allow any action which would cause an adjustment of the par value of the Conversion Price to be less than the par value in effect
at such time;


 


l) directly
or indirectly (including through agents, contractors, trustees, representatives or advisors) (a) be in violation of any Sanctions Law
or engage in, or conspire or attempt to engage in, any transaction evading or avoiding any prohibition in any Sanction Law, (b) be a
Sanctioned Person or derive revenues from investments in, or transactions with Sanctioned Persons, (c) have any assets located in Sanctioned
Jurisdictions, (d) deal in, or otherwise engage in any transactions relating to, any property or interest in property blocked pursuant
to any Regulation administered or enforced by OFAC or (e) fail to comply with any material Regulations or Contractual Obligations applicable
to it or fail to obtain or comply with any material Permits;


 




    	 



     


    




 


m) ;
sell, lease or otherwise dispose of any significant portion of its assets or acquire any assets or business on or after the Original
Issue Date;


 


n) make
or suffer to exist any Investments using any proceeds from the Holder or any of its Affiliates (including without limitation, loans and
advances to, and other Investments in, Subsidiaries), or commitments therefor, or to become or remain a partner in any partnership or
joint venture, except for: (i) Investments in cash and cash equivalents; and (ii) Investments in Subsidiaries that have guaranteed the
Liabilities and joined the Security Agreement as a debtor pursuant to the terms thereof; or


 


o) file
any registration statement with respect to any securities other than Registrable Securities (as defined in the Registration Rights Agreement)
after the date hereof, or otherwise cause such securities to become registered with the SEC or under any state securities laws.


 


SECTION
9. MISCELLANEOUS


 


a) Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including any Notice of Conversion,
shall be in writing and delivered as set forth in the Purchase Agreement or, alternatively, delivered personally, by receipt acknowledged
email, or sent by a nationally recognized overnight courier service, receipt acknowledged, addressed to the Company as set forth in the
signature page hereof, or such other contact information as the Company may specify for such purposes by notice to the Holder delivered
in accordance with this Section 9(a). All notices and other communications delivered hereunder shall be effective as provided
in the Purchase Agreement.


 


b) 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, as applicable, on this Note, without
set off or counterclaim, at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation
of the Company. Except for the Company’s obligations to Banks existing on the Closing Date, this Note ranks pari passu with
all other Notes now or hereafter issued under the terms set forth herein and is at least pari passu with all Indebtedness and
other obligations of the Company, and is not to any such Indebtedness or other obligation.


 


c) 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.


 


a)
Governing Law. This Note is governed by, and shall be construed and enforced in accordance with, the laws of the State of Nevada.
without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation,
enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto
or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts
sitting in the Clark County, Nevada (“Nevada Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the Nevada Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Nevada
Courts, or such Nevada Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Note or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any
provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 




    	 



     


    




 


d) Characterizations.
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).


 


e) Payments
on Next Business Day. Whenever any payment Obligation shall be due on a day other than a Business Day, such payment shall be due
instead on the next succeeding Business Day.


 


f) Payment
of Collection, Enforcement and Other Costs. In addition to, and not in substitution for and not to limit (but without duplication),
any other right to reimbursement under this Note or any other Transaction Document, (i) this Note is placed in the hands of an attorney
for collection or enforcement or is collected or enforced through any Proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (ii) 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 all out-of-pocket 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.


 


g) Use
of Proceeds. All gross proceeds of the funding to the Company related to this Note shall be used as provided in the Purchase Agreement.


 


h) Securities
Laws Disclosure; Publicity. The Company shall file its 8-K by no later than four Business Days after the Original Issue Date. The
Company shall, within two (2) Business Days, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,
with the Commission. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly
disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of
their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, the Company acknowledges and agrees that no confidentiality or similar obligations under any agreement, whether written
or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents,
on the one hand, and any of the Purchaser or any of their affiliates, on the other hand, have been entered into. Except for the obligations
set forth in this Section, there are no confidentiality or similar obligations pertaining the Purchaser currently extant or at any time
in the future. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of
the Holder in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Holder,
except (i) as required by federal securities Regulations in connection with the filing of final Transaction Documents with the Commission
and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the
Holder with prior notice of such disclosure permitted under this clause (ii).


 




    	 



     


    




 


i) Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 7(i), the Company covenants and agrees that neither it, nor any other Person acting
on its behalf has provided nor will provide the Holder or its agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto the Holder shall have consented to the receipt
of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the
Holder will be relying on the foregoing covenant in effecting transactions in Securities of the Company. Any non-disclosure agreement
(including “click through” agreements and confidentiality clauses incorporated in larger agreements) entered into with the
Holder and any Company Party is hereby terminated. The Holder does not have any duty of confidentiality (or a duty not to trade on the
basis of material non-public information) to any Company Party or any of their Affiliates, or any of their respective officers, directors,
agents, members, stockholders, managers, employees and is governed only by application Regulations. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains, material, non- public information regarding the Company or any Subsidiaries,
the Company shall, within two(2) Trading Days, file such notice with the Commission pursuant to a Current Report on Form 8-K or take
such other action as reasonably determined by the Holder to disseminate such material, non- public information to the marketplace. The
Company understands and confirms that the Holder shall be relying on all of the foregoing covenants in trading Securities of the Company.


 


j) Interpretation.
This Note is a Transaction Document and as such is subject to various interpretative, amendment and third-party beneficiary and other
miscellaneous provisions set forth in the Purchase Agreement that expressly apply to Transaction Documents, located principally in Article
V thereof. In particular, without limitation, none of the terms or provisions of this Note may be waived, amended, supplemented or
otherwise modified except in accordance with Section 5.3(b) (Amendments) of the Purchase Agreement. In addition, unless otherwise
expressly provided in any Transaction Document, “outstanding” when referring in any Transaction Document to the principal
amount owing under this Note shall mean “outstanding and unconverted.”


 


k) Successors
and Assigns. This Note shall be binding upon the successors and assigns of the Company and shall inure to the benefit of the Holder,
each Purchaser Party and their successors and assigns; provided, that the Company may not assign, transfer or delegate any of
its rights or obligations under this Note except as authorized in the Purchase Agreement.


 


l) Counterparts.
This Note may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Note
by facsimile transmission or by e-mail shall be as effective as delivery of a manually executed counterpart hereof.


 


m) Severability.
Any provision of this Note being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision
not held illegal, invalid or unenforceable, any other provision of this Note or any part of such provision in any other jurisdiction.


 




    	 



     


    

 


n) Waiver
of Jury Trial. Each party hereto hereby irrevocably waives trial by jury in any Proceeding with respect to, or directly or indirectly
arising out of, under or in connection with, this Note or any other Transaction Document or the transactions contemplated therein or
related thereto (whether founded in contract, tort or any other theory). Each party hereto (A) certifies that no other party, no
Purchaser Party and no Affiliate or representative of any such other party or Affiliate has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (B) acknowledges that it and the other
parties hereto have been induced to enter into this Note by the mutual waivers and certifications in this Section 9(o).


 


o)
[Reserved].




 


p) Security
Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Holder. The Company acknowledges
and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Company or a Subsidiary, or
if any of the Collateral should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to,
among other relief to which the Holder may be entitled under the Transaction Documents and/or applicable law, an order from the court
granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights
and remedies pursuant to the Transaction Documents and/or applicable law. THE COMPANY EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY
IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY
OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE TRANSACTION DOCUMENTS
AND/OR APPLICABLE LAW. The Company hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy
or insolvency proceeding initiated by or against the Company and, further, agrees not to file any opposition to any motion for relief
from stay filed by the Holder. The Company represents, acknowledges and agrees that this provision is a specific and material aspect
of the Transaction Documents, and that the Holder would not agree to the terms of this Note and the other Transaction Documents if this
waiver were not a part of this Note. The Company further represents, acknowledges and agrees that is waiver is knowingly, intelligently
and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this
waiver, that the Company has been represented (or has had the opportunity to by represented) in the signing of this Note and the Transaction
Documents and in the making of this waiver by independent legal counsel selected by the Company and that the Company has discussed this
waiver with counsel.


 


q) Equitable
Adjustment. Trading volume amounts, price/volume amounts, the amount of shares of Common Stock identified in the Purchase Agreement,
Conversion Price, shares of Common Stock underlying the Notes, and similar figures in the Transaction Documents shall be equitably adjusted
(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in the Purchase Agreement,
and Note.


 


r) Agreement
to Subordinate. Each of the Company and the Holder acknowledges and agrees that the rights and obligations of the parties hereunder
are prior and superior to the rights of Banks (together with its successors and assigns, the “Bank Lender”) under
its various agreements and ancillary documents (collectively, as amended or otherwise modified, the “Bank Lender Agreements”)
which were entered prior to and existing on the Closing Date.


 


[Signature
Pages Follow]


 




    	 



     


    

 


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.


 


	 	CAPSTONE TECHNOLOGIES GROUP, INC.
	 	By:	
	 	Name:	Michael Pruitt, Chief Executive Officer




 


Email
Address for delivery of Notices: mp@avenelfinancial.com


 







    	 



     


    

 


SCHEDULE
6(a) OPTIONAL REDEMPTION AMOUNT


 


Subject
to compliance with Section 6(a) of this Note, and subject to the Holder’s right under Section 6(c) at Holder’s option and
upon written notice to the Company to convert all or any portion of the Note, including outstanding principal, accrued interest and penalties,
as applicable, through the date all amounts owing thereon are due and paid in full into Conversion Shares or shares of the Company’s
Series B Convertible Preferred Stock, in each case based on the Conversion Price, as adjusted, the Company may redeem any portion of
the principal amount of this Note, any accrued and unpaid interest, and any other amounts due under this Note in accordance with the
following formulae: if the Company exercises its right to redeem the Note, the Company shall make payment to the Holder of (i) an amount
in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 110%, if
such voluntary redemption occurs on or before June 19, 2022, (ii) an amount in cash equal to the product of (x) the sum of the principal
amount of this Note and any accrued and unpaid interest and (y) 115%, if such voluntary prepayment occurs after June 19, 2022 and before
July 19, 2022, (iii) an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid
interest and (y) 120%, if such voluntary prepayment occurs after July 19, 2022 and before August 19, 2022,


(iv)
an amount in cash equal to the product of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y)
125%, if such voluntary prepayment occurs after August 19, 2022 and before September 19, 2022, (v) an amount in cash equal to the product
of (x) the sum of the principal amount of this Note and any accrued and unpaid interest and (y) 130%, if such voluntary prepayment occurs
after September 19, 2022 and before October 19, 2022, and (vi) an amount in cash equal to the product of (x) the sum of the principal
amount of this Note and any accrued and unpaid interest and (y) 135%, if such voluntary prepayment occurs after October 19, 2022 and
before the Maturity Date.


 




    	 



     


    

 


ANNEX
A - NOTICE OF CONVERSION


 


The
undersigned hereby elects to convert principal (and, if applicable, accrued and unpaid interest) under the 7.5% Secured Convertible Promissory
Note due May 17, 2024 of Capstone Technologies Group, Inc., a Nevada corporation (the “Company”), into shares of common
stock (the “Common Stock”) or Series B Convertible Preferred Stock, of the Company according to the conditions hereof,
as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested
by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


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(d) of this Note, as determined in accordance with such Section.


 


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
Information


 


Date
to Effect Conversion:_______________________________________


 


Outstanding
Principal Before Conversion:________________________________


 


Outstanding
Interest Before Conversion: ______________________


 


Principal
Amount of Note to be Converted:_______________________________


 


Interest
Amount of Note to be Converted:___________________________


 


Conversion
Price Calculations:


 


Total
Shares of Common Stock to be Issued:


 


Outstanding
Principal After Conversion:_____________________________


 


Outstanding
Interest After Conversion:______________________________


 


	DWAC Instructions	Physical Delivery
	 	 
	Broker:	 
	 	 
	DTC#:	Issue to:
	 	 
	Account:	Address:
	 	 
	Account Name:	 




 








Entity
Name: ____________________


 


Signatory
Name:______________________


 


Title:____________________


 


Signature:__________________


 




    	 



     


    

 


Schedule
1


 


CONVERSION
SCHEDULE


 


This
7.5% Secured Convertible Promissory Note due on May 17, 2024 in the original principal amount of $is issued by Capstone Technologies
Group, Inc., a Nevada corporation (the “Company”). This Conversion Schedule reflects conversions made under Section
4 of the above referenced Note.


 


Dated:


 


	 

     

     

     

    Date
    of Conversion

     

    (or
    for first entry, Original Issue Date)
	 

     

     

     

     

    Amount
    of Conversion
	 

    Aggregate
    Principal Amount Remaining Subsequent to Conversion

     

    (or
    original Principal Amount)
	 

     

     

     

     

    Company
    Attest