Exhibit 4.8


 


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.


 


10%
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE


 


DUE
FEBRUARY 11, 2021


 


	Original
    Issue Date: June 12, 2020	Principal
    Amount: $


Purchase
Price: $


 


This
Senior Secured Convertible Promissory Note is a duly authorized and validly issued 10% Senior Secured Convertible Note
of KBL Merger Corp. IV, a Delaware corporation, (the “Company”), designated as its 10% Senior Secured Convertible
Promissory Note due February 11, 2021 (this “Note”), issued and sold by the Company pursuant to the Securities
Purchase Agreement, dated as of June 12, 2020, between the Company and, among others, ____________________ (together with its
successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State
of Connecticut (the “Purchase Agreement”).


 


FOR
VALUE RECEIVED, the Company promises to pay to the order of the Holder the principal amount of $                  on  February
11, 2021 (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 (including any Minimum
Interest Amount remaining on such principal amount as of such date), 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 be reborrowed.  The Holder may set off and deduct pursuant
to and in accordance with the Transaction Documents amounts due to the Holder or the Purchaser Parties.


 


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 (a) an acquisition after the date hereof
by an Person 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 Capital Stock (or Stock Equivalents) of the Company (other than by means of conversion of the Notes
and the Conversion Shares issued together with the Notes); (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 percent (50%) of the aggregate voting power of the Company or
the successor entity of such transaction; (c) the Company sells or transfers all or substantially all of its assets to another
Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate
voting power of the acquiring entity immediately after the 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) 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
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid
price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if
the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section 25 of the Certificate of Designations.
All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations
or other similar transactions during such period.


 



    		2	 



     


    

 


“Common
Stock” means the Common Stock of the Company, par value $0.0001 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.



 


“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.


 


“Customary
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 for a period of more than 30 days 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 connection with 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
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;


 



    		3	 



     


    

 


(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; and


 


(xiii)
customary rights of set-off or combination of accounts in favour of a financial institution with respect to deposits maintained
by it.“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) no Event of Default shall have occurred, (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 and the Company has met the current public information requirements
of Rule 144(c) under the Securities Act as of the end of the period in question, (c) the average daily dollar volume of the Common
Stock for the previous fifteen (15) trading days must be greater than $25,000, (d) the Company shares of 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 $0.005 per share on the Trading
Market with respect to the Trading Day immediately prior to any date on which interest or principal is to be paid, and (f) this
Note and/or the Conversion Shares are registered under the Securities Act or the Conversion Shares may be resold freely under
the Securities Act or an exemption thereto.


 


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


 



    		4	 



     


    

 


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


 


“Exchange
Cap” shall have the meaning set forth in Section 4(d).


 


Exchange
Cap Allocation shall have the meaning set forth in Section 4(d).


 


Exchange
Cap Shares shall have the meaning set forth in Section 4(d).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or
independent contractors of the Company; provided, that such issuance is approved by a majority of the board of directors
of the Company; and provided, further that such issuance shall not exceed in the aggregate 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, any shares of Series A Preferred Stock 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; 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; provided, that
such obligations have not been materially amended since the date of hereof, and (e) securities issued pursuant to acquisitions
or any other strategic transactions, including, without limitation, the Business Combination, 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.


 


“Event
of Default” shall have the meaning set forth in Section 6(a).


 


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


 


“Fundamental
Transaction” means that (i) the Company, directly or indirectly, in one or more related transactions effects any merger
or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or more than 10% of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
Securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Common Stock,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other Securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than fifty percent (50%) of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination).


 


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


 


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


 



    		5	 



     


    

 


“Mandatory
Default Amount” means, at any time, the sum of (a) one hundred thirty percent (130%) of the sum of the outstanding principal
amount of this Note at such time and all accrued interest hereon unpaid at such time (including any Minimum Interest Amount remaining
outstanding on such principal amount as of 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, at any time with respect to any principal amount, the sum of (a) such outstanding principal
amount at such time and all accrued interest hereon unpaid at such time, including any Minimum Interest Amount remaining outstanding
with respect to such principal amount as of 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.


 


“Minimum
Interest Amount” or “Make Whole Amount” means, on any date and with respect to any principal amount
owing under this Note, the difference between (a) 10% of such principal amount, representing a full year of interest payments
hereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt,
the Minimum Interest Amount is only applicable for the initial 12 month period from the Issue Date.


 


“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. Notwithstanding anything to the contrary herein or in any Transaction Document, any”
Obligation” solely with respect to the payment of any amount owing by the Company to any Domnion Purchaser Party with respect
to the Certificate of Designations or the Series A Convertible Preferred Stock shall not be secured by any Shared Collateral,
as defined in the Collateral Agency Agreement.


 


“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.


 



    		6	 



     


    

 


“Permitted
Debt” means all of the following:  (i) Indebtedness owing to any Secured Party under any Transaction Document;
(ii) unsecured intercompany Indebtedness between the Company and its Subsidiaries in the ordinary course of business; (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; (v) existing Indebtedness existing on the First Closing Date and disclosed
on the Disclosure Schedule (provided, that no such Indebtedness may be re-borrowed if repaid or otherwise modified or increased,
no additional Lien may be granted on such Indebtedness, no document with respect to such Indebtedness may be modified without
the consent of the Holder, all Indebtedness to Kingsbrook shall be covered by and subject to the Collateral Agency Agreement and
all Indebtedness to holders of secured debt that purport to be party to a Subordination and Intercreditor Agreement shall be covered
by such Subordination and Intercreditor Agreement); (vi) 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; (vii) Indebtedness of the Company or any of its Subsidiaries
under leases for facilities that are treated as Capital Leases under GAAP; and (ix) any other Indebtedness incurred with
the prior written consent of the Holder.  


 


“Permitted
Liens” means (i) the security interests of the Secured Parties as provided for in any Transaction Document; (ii) Customary
Permitted Liens; (iii) Purchase Money Liens granted to or held by Purchase Money Lien lenders in connection with the purchase,
leasing or acquisition of capital equipment in the ordinary course of business and without resulting in a contravention of any
applicable provisions of this Agreement; (iv) Liens on assets of the Company and its Subsidiaries existing on the First Closing
Date and disclosed in the Disclosure Certificate, provided, that such Liens shall secure only those obligations that they
secure on the Closing Date and extension, renewals and replacements thereof permitted hereunder; (v) Liens on assets of the Target
and its Subsidiaries by Kingsbrook existing on the First Closing Date and disclosed in the Disclosure Certificate, provided,
that such Liens shall secure only those obligations that they secure on the Closing Date; are subject to the terms of the
Collateral Agency Agreement (as such term is defined in the Purchase Agreement) and extension, renewals and replacements thereof
permitted under the Collateral Agency Agreement; and (vi) any other Lien granted with the prior written consent of the Holder.


 


“Principal
Market” means the NASDAQ Capital Market.


 


“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 acquisition 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: 868,056 shares (subject to proportionate adjustment for any
reverse stock split or similar reclassification of the Common Stock). 


 


“Required
Reserve” shall have the meaning set forth in Section 4(c)(vi).


 


“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,
subordinated 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 acquisition 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.


 


“Secured
Parties” means the Holder and each other Holder of the Notes, each beneficiary of any indemnification or reimbursement
obligation by any Company Party under Purchase Agreement (exclusive of any such beneficiary’s right to indemnification with
respect to the Certificate of Designationss or the Series A Convertible Preferred Stock.


 



    		7	 



     


    

 


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


 


“Subsequent
Offering” shall have the meaning set forth in Section 2(b).


 


“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).


 


“VWAP”
means, for or as of any date for any Security, the dollar volume-weighted average price for such Security on the Trading Market
(or, if the Trading Market is not the Principal Market for such Security, then on the principal securities exchange or securities
market on which such Security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing
does not apply, the dollar volume-weighted average price of such Security in the over-the-counter market on the electronic bulletin
board for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such Security by Bloomberg for such hours,
the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such Security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC).  If the VWAP cannot
be calculated for such Security on such date on any of the foregoing bases, the VWAP of such Security on such date shall be the
fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


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.  Except as set forth in Section 4.11 of the Purchase Agreement, on the 10th
day following the Company consummating any public or private offering of any Securities or other financing or capital-raising
transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, , the Company
shall, subject to the Holder’s conversion rights seth forth herein, pay to the Holder in cash an amount equal to the Mandatory
Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering.  The
Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected gross proceeds thereof,
not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable
and constitute an agreement to pay the Mandatory Prepayment Amount on the date set forth in this Section 2.  The Holder
may continue to convert the principal amounts to be prepaid under this Note until the date of consummation of such Subsequent
Offering; provided, that, if the Company does not provide such notice, in addition to all other remedies provided under
the Transaction Documents for failure to comply with this Note, the Holder may refuse such payment in whole or in part and convert
the Note in the amount of such payment refused and, in its sole discretion, apply such payment to other outstanding Obligations,
if any.  This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate
any Subsequent Offering, which may be prohibited by other provisions of the Transaction Documents.


 


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.  


 



    		8	 



     


    

 


d)
Interest. The Company shall pay interest to the Holder on the aggregate then outstanding principal amount of this Note
and any other Obligation owing that does not expressly provide for any other rate of interest at the rate of ten percent (10%)
per annum from the date this 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.
Provided, however, in the event this Note is not satisfied in full on or before the Maturity Date, then the rate of interest
of this Note set forth in the previous sentence (ten percent (10%) per annum), shall for all puroses of this Note (including the
calculation of the Minimum Interest Amount) shall be retroactively reset to fifteen percent (15%) per annum from the date this
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. All interest payments hereunder
will be payable in cash, 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. All payments of interest shall reduce the Minimum
Interest Amount, and any remaining Minimum Interest Amount shall be due and payable as provided hereunder regardless of whether
the Note remains outstanding for twelve months. Upon an Event of Default, the interest rate set forth hereunder shall increase
as provided in Section 6(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 when due, at a rate equal to the lesser of an additional 10% percent of such
amount 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.  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; provided, that the Minimum Interest Amount shall be deemed to be fully earned and accrued on the Original
Issue Date, and payable as provided in this Agreement.  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 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.


 



    		9	 



     


    

 


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.


 


b)
Conversion Price.  The conversion price in effect on any Conversion Date shall be equal to $5.28 (the “Fixed
Conversion Price”). In addition to any other adjustments described in this Section 4(b), the Fixed Conversion Price
shall be subject to adjustment as follows: after ninety (90) days following the Company’s completion of its
contemplated business combination as initially reported in the Company’s Current Report on Form 8-K filed with the Commission
on July 23, 2019, the Conversion Price shall equal the lowest VWAP of the Company’s Common Stock during the five (5) Trading
Day period ending on the Trading Day immediately prior to the Conversion Date, All such foregoing determinations will be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the Common Stock during such measuring period.  The Fixed Conversion Price shall be rounded down
to the nearest $0.01 and in no event lower than $2.00. In addition, for so long as the Company is not in default under the terms
of this Note, the Holder shall not, on any individual Trading Day, sell an amount of shares of Common Stock received upon conversion
of this Note issued by the Company to the Holder that is in excess of fifteen percent (15%) of the total trading volume for such
Trading Day. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant
to Section 6 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.


 



    		10	 



     


    

 


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, including interest, to be converted by (y) the Fixed 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 to such effect, which such opinion
must be acceptable to the Holder in its sole and absolute discretion (which opinion the Company shall be responsible for obtaining
at its 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 the Depository Trust Company 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 REPRESENTED BY 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.


 


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 Conversion Notice.


 



    		11	 



     


    

 


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 percent (100%) 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, $1,000 per Trading Day for each Trading Day after such Share Delivery Date
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 6 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.


 



    		12	 



     


    

 


vi.
Reservation of Shares Issuable Upon Conversion. 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 one hundred percent
(100%) of the Required Minimum Reserve (the “Reserve Amount”) 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 250%.


 


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 Fixed 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.


 



    		13	 



     


    

 


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 applicable Notice of Conversion, the Holder (together with the Holder’s
Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) (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 Company’s transfer agent setting forth the number of shares of Common Stock outstanding.  Upon the written
or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of Securities of the Company, including this Note, by the Holder
or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder.  The Holder,
upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease 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 or decrease will not be effective until the sixty-first (61st) day after such notice is delivered to
the Company.  The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in
a manner otherwise than in strict conformity with the terms of this Section 4(d) to 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.


 



    		14	 



     


    

 


The
Company shall not issue any shares of Common Stock upon conversion of of this Note or otherwise pursuant to the terms of this
Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company
may issue upon conversion of this Note or otherwise pursuant to the terms of this Note without breaching the Company’s obligations
under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules
and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company
(i) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares
of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Company that such approval
is not required, which opinion shall be reasonably satisfactory to the Purchasers. Until such approval or such written opinion
is obtained, no Purchaser (as defined in the Purchase Agreement) shall be issued in the aggregate, upon conversion of this Note
or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (A) the Exchange
Cap as of the Issuance Date multiplied by (B) the quotient of (1) the aggregate original Principal Amount of this Note issued
to the applicable Purchaser pursuant to the Purchase Agreement on such Closing Date divided by (2) the aggregate original Principal
Amount of the Notes issued to the Purchasers pursuant to the Purchase Agreement on such Closing Date (with respect to each Purchaser,
the “Exchange Cap Allocation”). In the event that any Purchaser shall sell or otherwise transfer any portion
of this Note, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation with respect
to such portion of this Note so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect
to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion in full of a holder’s Note, the
difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued
to such holder upon such holder’s conversion in full of this Note shall be allocated to the respective Exchange Cap Allocations
of the remaining holders of this Note on a pro rata basis in proportion to the shares of Common Stock underlying this Note hen
held by each such holder of this Note. In the event that the Company is prohibited from issuing any shares of Common Stock pursuant
to this Section 4(d) (the “Exchange Cap Shares”) to a Holder, the Company shall pay cash to such Holder
in exchange for the redemption of such portion of this Note held by the Holder that are not convertible into such Exchange Cap
Shares at a price equal to the sum of (A) the product of (1) such number of Exchange Cap Shares and (2) the Closing Sale Price
on the Trading Day immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such Exchange
Cap Shares to the Company, and (B) to the extent such Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap Shares, brokerage commissions, if any, of such
Holder incurred in connection therewith.


 


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 Fixed 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 or re-classification.


 


b)
Lower Priced Transaction. 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 Fixed
Conversion Price (subject to adjustment in accordance with Section 4(b) and Section 5(a)) without the written consent of the Holder.  


 


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 Fixed 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 Fixed Conversion Price, such issuance shall be deemed to have occurred
for less than the Fixed Conversion Price on such date of the Dilutive Issuance at such effective price), then simultaneously with
the consummation of each Dilutive Issuance the Fixed 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.


 



    		15	 



     


    

 


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 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 Fixed 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 Fixed 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.


 



    		16	 



     


    

 


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 Fixed Conversion Price.  Whenever the Fixed Conversion Price is adjusted pursuant to any provision
of Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Fixed 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 Fixed 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 simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K.  The Holder shall remain entitled to convert this Note during the 20-day period
commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be
expressly set forth herein.


 



    		17	 



     


    

 


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 Company’s 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 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).


 


Section
6. 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 any Make Whole Amount 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);


 



    		18	 



     


    

 


ii.
any Company Party shall fail for any reason to comply with Section 2.3 or Section 4.8 of the Purchase Agreement
or Section 2(b), Section 2(e), Section 4(c) (including Section 4(c)(vi)),  Section 7 or
Section 8(mi) of this Note or any other 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;


 


iii.
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;


 


iv.
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);


 


v.
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) seven (7) Trading Days
after notice of such failure sent by the Holder or by any other Holder to the Company and (B) seven (7) Trading Days after any
Company Party has become or should have become aware of such failure;


 


vi.
(a) a breach, default or event of default (without regard for any cure period therefor provided therein) shall have occurred under
any single Indebtedness of any Company Party in a maximum principal amount or commitment greater than One Hundred Thousand Dollars
($100,000) (or multiple Indebtedness aggregating in maximum principal amounts or commitments greater than Two Hundred Fifty Thousand
Dollars ($250,000), 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;


 


vii.
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;


 


viii.
(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;


 



    		19	 



     


    

 


ix.
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 their assets for more than One Hundred Thousand Dollars ($100,000) (or multiple monetary judgments, writs
or similar final process, and such judgments, writs or similar final process aggregating more than Two Hundred Fifty Thousand
Dollars ($250,000) shall remain unvacated, unbonded or unstayed for a period of forty-five (45) calendar days;


 


x.
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 One Hundred
Thousand Dollars ($100,000) individually or more than Two Hundred Fifty Thousand ($250,000) 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;


 


xi.
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 the Depository
Trust Company System is no longer available or “chilled”;


 


xii.
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; 


 


xiii.
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; 


 


xiv.
the Company fails to consummate the Business Combination on or prior to November 9, 2020; or


 


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


 


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.


 



    		20	 



     


    

 


b)
Remedies Upon Event of Default. Subject to the Beneficial Ownership Limitation as and to the extent set forth in Section
4(d), 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 greater of (i) the Mandatory Default Amount, and (ii) (a) the outstanding principal amount of this Note and
accrued and unpaid interest hereon (including any outstanding Minimum Interest Amount), in addition to the payment of all other
amounts, costs, expenses and liquidated damages due in respect of this Note, divided by the Fixed Conversion Price, multiplied
by (b) the highest closing price for the Common Stock on the Trading Market (as defined in the Purchase Agreement) during the
period beginning on the date of first occurrence of the Event of Default and ending one day prior to the mandatory prepayment
date as set forth in Section 2 (f).  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 6(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
7. NEGATIVE COVENANTS


 


a)
As long as any portion of this Note or any other Obligation is not paid in full in cash, the Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, do any of the following: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 (as defined in the Purchase Agreement)
on a pro rata basis based on the principal amounts outstanding);


 


b)
except with the prior written approval of Holder, create, permit, incur or suffer to exist any Lien on any assets other than the
Liens securing the Obligations created pursuant to the Transactions Documents or subject to the Collateral Agency Agreement and
Permitted Liens;


 


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


 


d)
except with the prior written approval of the Holder, and 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 certificate 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 Commitment Shares,
shares of Series A Preferred Stock, Conversion Shares, and Preferred 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 be required to be disclosed in any public filing with
the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested
directors of the Company (even if less than a quorum otherwise required for board approval);


 


h)
consummate a Fundamental Transaction other than the Business Combination and then only on terms and conditions, and using documentation,
acceptable to the Holder;


 


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


 



    		21	 



     


    

 


j)
change the nature of the Company’s business from the business conducted by the Company and its Subsidiaries on the date
hereof (and, after the consummation of the Business Combination, the business conducted by the Target on the date hereof);


 


k)
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;


 


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.


 


Section
8. 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 email or facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company as set
forth in the signature pages 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 8(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.  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 subordinated 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.


 


d)
Governing Law.  This Note is governed by, and shall be construed and enforced in accordance with, the laws of
the State of New York.


 


e)
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).


 


f)
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.


 



    		22	 



     


    

 


g)
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.


 


h)
Security Interest. The Obligations of the Company Parties under this Note and the other Transaction Documents are secured
by the Security Agreement, the Intellectual Property Security Agreement,  as well as other Transaction Documents.


 


i)
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.


 


j)
Securities Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such Current
Report on Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information
delivered to any of the Holder 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, effective upon the issuance
of such Current Report on Form 8-K, the Company acknowledges and agrees that any and all 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, agents, employees or Affiliates on the one hand, and the Holder or any of its Affiliates on the other hand, shall terminate.
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 Regulation 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 (iii).


 


k)
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(j), 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. The Company understands
and confirms that the Holder shall be relying on all of the foregoing covenants in trading Securities of the Company.


 



    		23	 



     


    

 


l)
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.”


 


m)  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.


 


n)
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.


 


o)
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.


 


p)
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 8(p).


 


[Signature
Pages Follow]


 



    		24	 



     


    

 





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.


 


	 	KBL
    MERGER CORP. IV
	 	 
	 	By:
    	 
	 	 	Name:
    
	 	 	Title:
    
	 	Address:  
	 	 
	 	Email
    Address for delivery of Notices: 


 



    		25	 



     


    

 





ANNEX
A


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the 10% Senior Secured Convertible Promissory Note, due February 11, 2021  of  KBL
Merger Corp. IV., a Delaware (the “Company”), into shares of common stock, $0.0001 par value per share (the
“Common 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 of this Note, as determined in accordance with Section 13(d) of the
Exchange Act.


 


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


 


Conversion
calculations:


 


Date
to Effect Conversion:


 


Principal
Amount of Note to be Converted:


 


Payment
of Interest in Common Stock __ yes __ no


 


If
yes, $_____ of Interest Accrued on Account of Conversion at Issue.


 


Number
of shares of Common Stock to be issued:


 


Signature:


 


Name:


 


Delivery
Instructions:


 



    		26	 



     


    

 


Schedule
1


 


CONVERSION
SCHEDULE


 


This
Conversion Schedule is part of, and reflects conversions made under Section 4 of, the 10% Senior Secured Convertible Promissory
Note, due on February 11, 2021, in the original principal amount of $      is issued by KBL Merger
Corp. IV, a Delaware corporation.


 


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
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 

 


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