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Supply Chain Risk

Form 425 KBL MERGER CORP. IV Filed by: KBL MERGER CORP. IV


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event
reported): September 8, 2020

 

KBL MERGER CORP. IV

(Exact Name of Registrant as Specified
in Charter)

 

Delaware   001-38105   81-3832378
(State
or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

30
Park Place, Suite 45E

New York, NY

  10007
(Address
of Principal Executive Offices)
  (Zip Code)

 

Registrant’s telephone number, including
area code: (302) 502-2727

 

Not Applicable

(Former Name or Former Address, if Changed
Since Last Report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section
12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
 

Name
of each exchange on

which registered

Common Stock, par value $0.0001
per share
  KBLM   The NASDAQ Stock Market LLC
Warrants, each warrant exercisable
for one-half of one share of Common Stock at an exercise price of $5.75 per half share
  KBLMW   The NASDAQ Stock Market LLC
Rights, exchangeable into one-tenth
of one share of Common Stock
  KBLMR   The NASDAQ Stock Market LLC
Units, each consisting of one
share of Common Stock, one Warrant and one Right
  KBLMU   The NASDAQ Stock Market LLC

 

 

 

Item 1.01 Entry into a Material Definitive
Agreement.

 

On
September 8, 2020, KBL Merger Corp. IV (“KBL” or the “Company”) entered into a Securities Purchase Agreement
(the “SPA”) whereby it issued to the institutional investors party thereto secured convertible promissory notes in
the aggregate principal amount of $1,111,111.11 (collectively, the “Notes”) for an aggregate purchase price of $1,000,000.
The Notes are subject to 10% original issue discount, are due on April 7, 2021, and accrue interest at the rate of 10% per annum,
with interest being guaranteed to the maturity of the Notes, regardless of when any Note is converted. The Notes are all initially
convertible into the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a per share
conversion price equal to $5.28. Beginning 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 “Business Combination”), the conversion price will 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, but in no event will
the conversion price be lower than $2.00. In connection with the closing of the transactions contemplated by the SPA, the Company
issued an aggregate of 100,000 restricted shares of Common Stock to the investors (the “Commitment Shares”). The Company
agreed to register with the Securities and Exchange Commission the resale of the shares of Common Stock issuable upon conversion
of the Notes, as well as the Commitment Shares, and it entered into a Registration Rights Agreement dated September 8, 2020 with
the investors regarding such obligation (the “Registration Rights Agreement”).

 

The
Notes contain certain covenants, and events of default and triggering events, respectively, which would require repayment of the
obligations outstanding pursuant to the Notes. The obligations of the Company under the Notes are secured by all assets of the
Company, and are guaranteed by all other entities party to the Business Combination Agreement.

 

The
foregoing description of the SPA, the Notes and the Registration Rights Agreement, and the transactions contemplated thereby,
is qualified in its entirety by the full text of the SPA, the Notes and the Registration Rights Agreement, copies of which are
filed herewith as Exhibits 10.1, 4.1 and 10.2, respectively, and are incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information provided
under Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02. Unregistered Sales of Equity
Securities

 

The information set
forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes and the Commitment Shares
were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the
exemption from registration afforded by Section 4(a)(2) of the Securities Act.

 

Item 9.01. Financial Statements and
Exhibits

 

(d) Exhibits

 

 

 

Forward-Looking Statements

 

Certain statements
made herein are “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements and factors that may cause such differences include,
without limitation, statements relating to the timing and completion of the proposed business combination; KBL’s continued
listing on the Nasdaq Stock Market until closing of the proposed business combination; expectations regarding the capitalization,
resources and ownership structure of the combined company; the inability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, the amount of cash available following any redemptions by
KBL stockholders; the ability to meet the Nasdaq Stock Market’s listing standards following the consummation of the transactions
contemplated by the proposed business combination; costs related to the proposed business combination; expectations with respect
to future performance, growth and anticipated acquisitions; ability to recognize the anticipated benefits of the proposed business
combination; the Company’s ability to execute its plans to develop and market new drug products and the timing and costs
of these development programs; the Company’s estimates of the size of the markets for its potential drug products; potential
litigation involving KBL or the Company or the validity or enforceability of the Company’s intellectual property; global
economic conditions; geopolitical events and regulatory changes; access to additional financing; and other risks and uncertainties
indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”). Other factors include
the possibility that the proposed business combination does not close, including due to the failure to receive required security
holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Additional information
concerning these and other risk factors is contained in KBL’s most recent filings with the SEC and will be contained in
the proxy statement/prospectus to be filed as result of the transactions described above. All subsequent written and oral forward-looking
statements concerning KBL or the Company, the transactions described herein or other matters and attributable to KBL or the Company
or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are
cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of KBL or
the Company undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement
is based.

 

Additional Information and Where to
Find It

 

KBL has filed a registration
statement on Form S-4, which includes a preliminary proxy statement/prospectus for KBL’s stockholders, with the SEC. KBL’s
definitive proxy statement/prospectus will be mailed to KBL’s stockholders that do not opt to receive the document electronically.
KBL and the Company urge investors, stockholders and other interested persons to read the preliminary proxy statement/prospectus,
as well as other documents that will be filed with the SEC, because these documents will contain important information about the
proposed business combination transaction. Such persons can also read KBL’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests
as security holders in the consummation of the proposed business combination transaction. KBL’s definitive proxy statement/prospectus,
which is included in the registration statement, will be mailed to stockholders of KBL as of a record date to be established.
KBL’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: KBL
Merger Corp. IV, 30 Park Place, Suite 45E, New York, NY 10007; e-mail: admin@kblvc.com. These documents can also be obtained,
without charge, at the SEC’s web site (http://www.sec.gov).

 

Participants in the Solicitation

 

KBL and its directors
and executive officers, may be deemed to be participants in the solicitation of proxies for the special meeting of KBL’s
stockholders to be held to approve the proposed transactions in connection with the business combination. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of KBL’s stockholders in connection
with the proposed transactions are set forth in the amended preliminary proxy statement/prospectus included in the registration
statement that was filed with the SEC on August 28, 2020. You can find information about KBL’s executive officers and directors
in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on April 7, 2020.
You can obtain free copies of these documents from KBL using the contact information above.

 

Disclaimer

 

This communication
is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of KBL
and the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.

 

 

SIGNATURE

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

 

Date: September 14, 2020

 

  KBL MERGER CORP. IV
   
  By: /s/
Marlene Krauss, M.D.
    Name: Marlene Krauss, M.D.
    Title: Chief Executive Officer

 

 

3

Exhibit 4.1

 

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
APRIL 7,
2021

 

Original Issue Date: September 8, 2020

 

Principal Amount: $1,111,111.11

   

Purchase Price: $1,000,000.00

 

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 April 7, 2021 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement,
dated as of September 8, 2020, between the Company and, among others, Alpha Capital Anstalt (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 $1,111,111.11 on April 7, 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. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock
combinations, recapitalizations or other similar transactions during such period.

 

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

 

(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).

 

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 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.

 

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.

 

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

 

Permitted
Debt
” means all of the following: (i) Indebtedness owing to 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 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 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 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: ________ 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, and each beneficiary of any indemnification or reimbursement
obligation by any Company Party under the Purchase Agreement.

 

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

 

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

 

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) Reserved.

 

c) Voluntary
Prepayments
. So long as no Event of Default exists, at any time upon ten (10) days’ prior written notice to the Holder
(which notice shall be a Transaction Document and constitute an irrevocable agreement to pay such amount on the date set forth
on such notice) stating the proposed date and proposed principal amount of such prepayment, but subject to the Holder’s conversion
rights set forth herein, the Company may prepay any portion of the principal amount of this Note, any accrued and unpaid interest,
and any other amounts due under this Note. If the Company exercises its right to prepay any principal amount under the Note, the
Company shall pay to the Holder in cash an amount equal to the Mandatory Prepayment Amount. The Holder may continue to convert
the principal amount of the Note to be prepared after the date notice of the prepayment is given until the date it receives such
prepayment.

 

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 purposes 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.

 

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.
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.

 

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.

 

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.

 

 

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.

 

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.

 

 

The Company
shall not issue any shares of Common Stock upon conversion 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.

 

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.

 

 

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.

 

 

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.

 

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);

 

 

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

 

 

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.

 

 

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 and
the Conversion Shares and then only as permitted or required under the Transaction Documents;

 

g) enter
into any transaction with any Affiliate of the Company which would 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;

 

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.

 

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.

 

 

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]

 

  

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:

/s/ Marlene Krauss
    Name: Marlene Krauss
    Title: CEO
     
 

Address:

   
  Email Address for delivery of Notices:

 

 

  

ANNEX A

NOTICE OF CONVERSION

 

The undersigned hereby
elects to convert principal under the 10% Senior Secured Convertible Promissory Note, due April 7, 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:

 

 

  

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 April 7, 2021, in the
original principal amount of $1,111,111.11 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
             
             
             

 

 

 

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities
Purchase Agreement
(this “Agreement”) is dated as of September 8, 2020, between KBL Merger Corp. IV, a Delaware
corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, and including
their respective successors and permitted assigns, a “Purchaser”).

 

WHEREAS, subject
to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to the
Purchasers, and the Purchasers desire to purchase from the Company, Securities of the Company as defined and described more fully
in this Agreement.

 

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

 

ARTICLE I DEFINITIONS

 

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

 

Affiliate
means each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person.
For purpose of this definition, “control” and related words are used as such terms are used in and construed under
Rule 405 under the Securities Act. Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the
Company Parties and their Subsidiaries, on the other hand, shall not be considered “Affiliates” of each other.

 

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

 

BHCA” has the meaning ascribed
to such term in Section 3.1(gg).

 

Board of Directors” means the
board of directors of the Company.

 

Business Day
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States and except any day
on which the Federal Reserve Bank of New York is not open for business.

 

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

 

“Capital Stock”
means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial,
partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents
(regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

 

Claim” has the meaning ascribed
to such term in Section 4.11(b).

 

Closing
means the Closing pursuant to Section 2.1.

 

Closing Date” means the date
of the Closing hereunder.

 

“Collateral”
means any and all “Collateral” as defined in the Security Agreement or any other Transaction Document granting
a Lien to the Collateral Agent, the Purchaser Agent or any other Purchaser Party, as applicable, together with all property and
interests in property and proceeds thereof now owned or hereafter acquired by any Company Party in or upon which a Lien is granted
or purported to be granted pursuant to any Transaction Document.

 

 

  

Collateral Agent” means the Collateral
Agent under the Collateral Agency Agreement.

 

Collateral Agency
Agreement
” means that certain Collateral Agency Agreement required to be delivered pursuant to Section 2.5, in
the form attached hereto as Exhibit J.

 

Commission” means the United
States Securities and Exchange Commission.

 

“Commitment Shares” means 100,000
newly issued shares of Common Stock.

 

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.

 

Common Stock Equivalents
means any securities of any Company Party which would entitle the holder thereof to acquire at any time Common Stock, including
whether or not presently convertible, exchangeable or exercisable, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
purchase, subscribe or otherwise receive, Common Stock.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Disclosure Certificate
means a certificate disclosing detailed information about the Company Parties and the Collateral in form and substance satisfactory
to the Purchasers on the Closing Date, together with any update on the Collateral or any other information in such certificate
required to be given and given in accordance with any Transaction Document.

 

Disqualification Event” has the
meaning ascribed to such term in Section 3.1(oo).

 

  

“Dollars” and the sign “$”
each mean the lawful money of the United States of America.

 

Evaluation Date” has the meaning
ascribed to such term in Section 3.1(o).

 

Exchange Act” means the Securities
Exchange Act of 1934.

 

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

 

Exempt Issuance
means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent contractors
of the Company Parties; 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 Purchasers, (b) shares of Common Stock, warrants or options to advisors or independent
contractors of any Company Party for compensatory purposes, (c) securities upon the exercise or exchange of or conversion of any
Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the date hereof, 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 approved by a majority of the disinterested members of the Board of Directors;
provided, that such acquisitions and other strategic transactions shall not include a transaction in which the Company
is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

 

Federal Reserve” has the meaning
ascribed to such term in Section 3.1(gg).

 

GAAP” means United States generally
accepted accounting principles, consistently applied.

 

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

 

Guaranty
means the US Guaranty and the Canadian Guaranty by and among, as applicable, the Company Parties the secured parties signatory
thereto for the benefit of, and in form and substance satisfactory to the Purchasers on the Closing Date in the form attached
hereto as Exhibit F-1 and Exhibit F-2.

 

Guaranty Obligation
means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any
Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide assurance
to the holder of such Indebtedness that such Indebtedness will be paid or discharged, that any agreement relating thereto will
be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof,
including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability
of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase
or otherwise acquire such Indebtedness or any security therefor or to provide funds for the payment or discharge of such Indebtedness
(whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or
any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments,
if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as
lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment
of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner
invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such
services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv)
or (v) above the primary purpose or intent thereof is to provide assurance that Indebtedness of another Person will
be paid or discharged, that any agreement relating thereto will be complied with or that any holder of such Indebtedness will
be protected (in whole or in part) against loss in respect thereof. The amount of any Guaranty Obligation shall be equal to the
amount of the Indebtedness so guaranteed or otherwise supported.

 

  

Indebtedness
means, with respect to any Person, without duplication, the following: (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of property or services other than accounts payable and accrued
liabilities incurred in respect of property or services purchased in the ordinary course of business (provided, that such
accounts payable and accrued liabilities are not overdue by more than 180 days), (c) all obligations of such Person evidenced
by notes, bonds, debentures or similar borrowing or securities instruments, (d) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with respect to property acquired by such Person, (e) all obligations
of such Person as lessee under Capital Leases, (f) all reimbursements and all other obligations of such Person with respect to
(i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation, performance or other
similar bonds, (g) all obligations of such Person secured by Liens on the assets of such Person, (h) all Guaranty Obligations
of such Person, (i) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect
of any Capital Stock, Stock Equivalent (valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation
preference and its involuntary liquidation preference plus accrued and unpaid dividends) or any warrants, rights or options to
acquire such Capital Stock, (j) after taking into account the effect of any legally-enforceable netting Contractual Obligation
of such Person, all payments that would be required to be made in respect of any Derivative in the event of a termination (including
an early termination) on the date of determination and (k) all obligations of another Person of the type described in clauses
(a) through (j) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) a Lien on the assets of such Person (whether or not such Person is otherwise liable for such obligations of such other
Person).

 

“Initial Principal
Amount
” means, as to any Purchaser, the principal amount of the Note of such Purchaser set forth on Schedule 1.

 

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

 

Intellectual Property
Security Agreement
” means that certain Amended and Restated Intellectual Property Security Agreement that may be required
to be delivered pursuant to Section 2.5, in form and substance satisfactory to the Collateral Agent on the Closing Date
in the form attached hereto as Exhibit E.

 

  

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

 

IPO” has the meaning ascribed
to such term in Section 4.11(b).

 

Issuer Covered Person” has the
meaning ascribed to such term in Section 3.1(oo).

 

Leak-Out Agreement” means that
certain agreement required to be delivered pursuant to Section 2.5 in form and substance satisfactory to the Purchasers on the
Closing Date in the form attached hereto as Exhibit M.

 

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

 

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

 

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

 

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

 

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

 

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

 

“Maximum Rate” has the meaning
ascribed to such term in Section 6.12.

 

  

Notes” means
the promissory notes issuable by the Company at the Closing, in the respective Principal Amounts set forth on Schedule 1,
due, subject to the terms therein, eight (8) months from the date of issuance, issued by the Company to the Purchasers hereunder,
respectively in the form attached hereto as Exhibit B, as well as the Dominion Senior Secured Convertible Promissory Note,
the KB Senior Secured Convertible Promissory Note and Dominion Senior Secured Convertible Extension Promissory Note, the KB Senior
Secured Convertible Extension Promissory Note issued by the Company as of June 12, 2020.

 

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

 

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

 

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

 

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

 

Person
means an individual, partnership, corporation, incorporated or unincorporated association, limited liability company, limited
liability partnership, joint stock company, land trust, business trust or unincorporated organization, or a government or agency,
department or other subdivision thereof or other entity of any kind.

 

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

 

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

 

“Prohibited Short Sale” has the
meaning ascribed to such term in Section 4.12.

 

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

 

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

 

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

 

Purchaser Party” has the meaning
ascribed to such term in Section 4.9.

 

Registration Rights
Agreement
” means that certain Registration Rights Agreement required to be delivered pursuant to Section 2.5,
in the form attached hereto as Exhibit C.

 

 

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

 

Registration Statement” shall
have the meaning ascribed to such term in Section 2.2.

 

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

 

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

 

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

 

Required Minimum
means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future
pursuant to the Transaction Documents, including any Conversion Shares issuable upon conversion in full of the Notes, ignoring
any conversion limits set forth therein, and assuming that the Conversion Price is at all times on and after the date of determination
100% of the then Conversion Price on the Trading Day immediately prior to the date of determination.

 

Required Purchasers
means Dominion, so long as Dominion holds any shares of Series A Convertible Preferred Stock of the Company, and, if later, so
long as Dominion holds Securities in excess of $150,000 Purchase Price; and, thereafter, each of the Purchasers.

 

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

 

  

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

 

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

 

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

 

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

 

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

 

SEC Reports” has the meaning
ascribed to such term in Section 3.1(f).

 

Securities
mean the Notes, the Conversion Shares and the Commitment Shares.

 

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

 

Security Agreements
mean the US Security Agreement, the Canadian Security and Pledge Agreement, the Amended and Restated Security Agreement, the Canadian
Amended and Restated Security and Pledge Agreement by and among, as applicable, the Company Parties and the secured parties signatory
thereto, and for the benefit of, and in form and substance satisfactory on the Closing Date to, the Collateral Agent respectively
in the form attached hereto as Exhibit D-1, Exhibit D-2, Exhibit D-3, and Exhibit D-1.

 

“Selling Expense” has the meaning
ascribed to such term in Section 4.17.

 

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

 

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

 

Sponsor” means KBL IV Sponsor
LLC, a limited liability company organized under the laws of the State of Delaware.

 

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

 

  

Subordination and
Intercreditor Agreements
” means that certain Subordination and Intercreditor Agreement required to be delivered pursuant
to Section 2.5, in the form attached hereto as Exhibit I, which shall provide, among other things, that, upon the
occurrence of certain Events (as defined in the Subordination and Intercreditor Agreement), the holders of the Company’s
unsecured debt, may offer to acquire the Purchaser’s Notes for a purchase price at least equal to the then outstanding principal
amount of such Notes, all accrued but unpaid interest thereunder, the “Make Whole Amounts” (as defined in such Notes),
and any fees or other “Obligations” (as defined in such Notes) or other obligations outstanding due and unpaid by
the Company, the Target or any of their Affiliates or Related Parties under such Notes or any other security or other Transaction
Document, and shall include provisions to ensure these purchase rights are distributed ratably amongst such holders wishing to
participate in such purchase.

 

Subscription Amount
means, as to any Purchaser, the aggregate amount to be paid for the Notes purchased hereunder as specified on Schedule 1.

 

Subsequent Financing” has the
meaning ascribed to such term in Section 4.13.

 

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

 

Subsidiary
means (a) any subsidiary of the Company as set forth in, or otherwise required to be set forth in, the SEC Reports, both on or
after the date hereof, and (b) any Person (other than natural persons) the management of which is, directly or indirectly, controlled
by, or of which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, owned or controlled, directly or
indirectly, by such Person or one or more Subsidiaries of such Person.

 

Target” means 180 Life Sciences
Corp., a corporation organized under the laws of the State of Delaware.

 

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

 

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

 

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

 

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

 

Transaction Documents
means this Agreement, the Disclosure Certificate, the Collateral Agency Agreement, the Registration Rights Agreement, the Guaranty,
the Notes, the Security Agreements, the Intellectual Property Security Agreement, and any other documents or agreements executed
in connection with the transactions contemplated hereunder.

 

Transfer Agent
means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of One
State Street Plaza, 30th Floor, New York, New York 10004 and a phone number of (212) 509-4000, attention: Mark Zimkind,
and any successor transfer agent of the Company.

 

  

Trust Account” has the meaning
ascribed to such term in Section 4.11(b).

 

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

 

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

 

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

 

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 trading 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.

 

ARTICLE II PURCHASE AND SALE

 

2.1 Closing. The closing of the
offer and sale of the Notes (the “Closing”) shall occur at 10:00 am (New York City time) at the offices of
Pryor Cashman LLP, 7 Times Square, New York, New York 10036, on the first (1st) Trading Day on which the conditions
to the Closing set forth in Section 2.6 hereof are satisfied or waived in writing as provided elsewhere herein, or on such other
date and time as agreed to by the Company and the Purchasers (the “Closing Date”)

 

2.2 Conditions to Purchase of Notes.
Subject to the terms and conditions of this Agreement, the Purchasers will at the Closing, on the Closing Date, purchase from
the Company the Notes in the amounts and for the purchase price as set forth on Schedule 1 (the “Purchase Price”),
provided, that on the Closing Date, (i) no Event of Default (or event that with the passage of time or the giving of notice,
or both, would become an Event of Default), shall have occurred or would result therefrom; and (ii) the applicable conditions
in Section 2.5 hereof have been satisfied.

 

2.3 Purchase Price and Payment of the
Purchase Price for the Notes
. The Purchase Price for the Notes to be purchased by each Purchaser at the Closing shall be as
set forth on Schedule 1 and shall be paid at the Closing by such Purchaser by wire transfer of immediately available funds
to the Company in accordance with the Company’s written wire instructions, against delivery of the Notes. The Purchase Price
for each Note purchased shall be ten (10%) less than the aggregate principal amount of each such Note purchased, which 10% discount
shall constitute original issue discount.

 

  

2.4 Deliveries.

 

(a) On or prior to
the Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following:

 

(i) this Agreement duly executed
by the Company;

 

(ii) the
specified Notes, having the respective principal amounts set forth on Schedule 1, registered in the name of specified Purchaser;

 

(iii) 100,000
Commitment Shares as set forth on Schedule I, registered in the name of the specified Purchaser (the “LH Commitment Shares”);

 

(iv) the
Collateral Agency Agreement, duly executed by the Company and the Target;

 

(v) the
Registration Rights Agreement duly executed by the Company;

 

(vi) the
Guaranty duly executed by the Target;

 

(vii) the
Security Agreement duly executed by the Company and its Subsidiaries, as applicable;

 

(viii) the
Intellectual Property Security Agreement duly executed by the Company and its Subsidiaries, as applicable;

 

(ix) the
Amended and Restated Security Agreement duly executed by the Company, the Target and the Target’s Subsidiaries, as applicable;

 

(x) the
Canadian Security and Pledge Agreement duly executed by the Target and its Canadian Subsidiaries;

 

(xi) the
Canadian Amended and Restated Security and Pledge Agreement duly executed by the Target and the Target’s Subsidiaries, as
applicable;

 

(xii) The
Canadian Guaranty executed by the Target and its Canadian Subsidiaries;

 

(xiii) an
officer’s certificate and compliance certificate, each in a form reasonably acceptable to the Purchaser’s counsel;
and

 

(xiv) such
other opinions, certificates, statements, including, without limitation, a closing statement, and agreements as the Purchasers’
counsel may reasonably require.

 

(b) On or prior to
the Closing Date, the Purchaser signatory to the specified agreement shall deliver or cause to be delivered to the Company, as
applicable, the following:

 

(i) this
Agreement duly executed by such Purchaser;

 

(ii) the
applicable Purchaser’s Subscription Amount as to the Note being purchased by such Purchaser at the Closing by wire transfer
to an account specified in writing by the Company to such Purchaser prior to the Closing Date;

 

(iii) the Collateral Agency Agreement
duly executed by the Purchasers;

 

(iv) the Registration Rights
Agreement duly executed by the Purchasers;

 

(v) the Security Agreements duly
executed by the Purchasers, as applicable; and

 

  

(vi) the Intellectual Property
Security Agreement duly executed by the specified Purchaser.

 

2.5 Closing Conditions.

 

(a) The obligations
of the Company hereunder in connection with the Closing are subject to the following conditions being met:

 

(i) the
accuracy in all material respects as at the Closing Date of the representations and warranties of the Purchasers contained in
any Transaction Document (unless as of a specific date therein in which case they shall be accurate as of such date);

 

(ii) all
obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date pursuant to any
Transaction Document shall have been performed;

 

(iii) the
delivery by the specified Purchaser of the items set forth in Section 2.4(b); and

 

(iv) the
specified Purchaser’s Subscription Amount being equal to the Purchase Price due and payable at the Closing.

 

(b) The respective
obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met:

 

(i) the
accuracy in all material respects when made as to the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein);

 

(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;

 

(iii) the
delivery by the Company of the items set forth in Section 2.4(a);

 

(iv) there
is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving
of notice, would constitute an Event of Default;

 

(v) there
is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the
passage of time or the giving of notice, would constitute a breach under the Transaction Documents;

 

(vi) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;

 

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

 

(viii) the
Company meets the current public information requirements under Rule 144; and

 

(ix) any other conditions contained
herein or the other Transaction Documents.

 

  

ARTICLE III. REPRESENTATIONS AND WARRANTIES

 

3.1 Representations and Warranties
of the Company Parties
. The Company hereby makes the following representations and warranties (and, to the extent provided
in the Security Agreement or any other Transaction Document, each other Company Party makes the following representations and
warranties as, and to the extent applicable to, such Company Party) to each Purchaser as of the Closing Date as to each Company
Party, each subject to the exceptions set forth in the Disclosure Certificate, which Disclosure Certificates is deemed a part
hereof and qualifies any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Certificates:

 

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

 

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

 

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

 

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

 

  

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

 

(f) SEC Reports;
Financial Statements
. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one
(1) year preceding the date hereof (or such shorter period as the Company was required by Regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Except as disclosed in footnotes to
such financial statements, such financial statements have been prepared in accordance with GAAP and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to customary and immaterial
year-end audit adjustments.

 

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

 

  

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

  

(o) Sarbanes-Oxley;
Internal Accounting Controls
. The Company and its Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all related Regulations. The Company Parties
and their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i)
transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company and its Subsidiaries have established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and its Subsidiaries and designed such disclosure controls and procedures to
ensure that information required to be disclosed in the reports the Company is required to file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and its Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial
reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.

 

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

 

(q) Private Placement.
Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

 

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

 

(s) Registration
Rights
. No Person has any right to cause any Company Party or any Subsidiary of any Company Party to effect the registration
under the Securities Act of any securities of any Company Party or any Subsidiary of any Company Party.

 

(t) Listing and
Maintenance Requirements
. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Company has submitted,
or will submit, as applicable, the Listing of Additional Shares Notification Form with the Nasdaq Capital Market with respect
to the offering of the Securities. In this regard, the Company represents that the issuance of the Commitment Shares and Conversion
Shares would not exceed the maximum number of shares of Common Stock that may be issued under the Listing Rules of the Nasdaq
Stock Market LLC without obtaining stockholder approval.

 

  

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

 

(v) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, each Company
Party confirms that none of the Company Parties, their Affiliates, or agents or counsel or any other Person acting on behalf of
the foregoing has provided any Purchaser, any Purchaser Party or their agents or counsel with any information that it believes
constitutes or might constitute material, non-public information. The Company understands and confirms that each Purchaser will
rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosures furnished
by or on behalf of any Company Party or any Affiliate thereof to any Purchaser regarding the Company Parties and their Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Certificate, are true and correct
and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the
Company Parties during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made and when made, not misleading. Each Company Party acknowledges
and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.2.

 

(w) No Integrated
Offering
. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2,
no Company Party, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require
the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any
Trading Market on which any of the securities of the Company are listed or designated.

 

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

 

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

 

  

(z) Accountants.
The Company’s accounting firm is WithumSmith+Brown, PC. To the knowledge and belief of the Company, such accounting firm
is a registered public accounting firm as required by the Exchange Act.

 

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

 

(bb) Acknowledgment
Regarding Purchasers’ Purchase of Securities
. The Company acknowledges and agrees that each Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser, Purchaser Party or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company
further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction
Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

(jj) Seniority.
As of the Closing Date, except for the Indebtedness set forth on the Disclosure Certificate and Indebtedness having an outstanding
principal amount as of the applicable Closing Date not exceeding $50,000, no Indebtedness or other claim against any Company Party
is senior in right of payment to the Notes or the obligations due thereunder or their guaranties, whether with respect to interest
or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which
is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property
covered thereby).

 

(kk) Acknowledgment
Regarding Purchaser’s Trading Activity
. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Section 3.2(f) or Section 4.12), it is understood and acknowledged by the Company that: (i) the Purchaser
has not been asked by the Company to agree, nor has the Purchaser agreed, to desist from purchasing or selling Securities of the
Company or from entering into Short Sales or Derivatives based on securities issued by the Company or to hold the Securities for
any specified term, (ii) past or future open market or other transactions by the Purchaser, specifically including Short Sales
or Derivatives , before or after any Closing or the closing of any future private placement transactions, may negatively impact
the market price of the Company’s publicly-traded securities, (iii) the Purchaser, and counter-parties in Derivatives to
which the Purchaser is a party, directly or indirectly, may presently have a “short” position in the shares of Common
Stock and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any Derivative. The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities at
various times during the period that the Securities are outstanding, including, during the periods that the value of the Commitment
Shares and Conversion Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging
activities are being conducted. The Company acknowledges that such aforementioned hedging activities and Derivatives do not constitute
a breach of any of the Transaction Documents.

 

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

 

  

(mm) No Disqualification
Events
. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D promulgated
under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of
the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term
is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person
”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) of Regulation D promulgated under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3) of Regulation D promulgated under the Securities Act. The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e) of Regulation D promulgated under the Securities Act, and has furnished
to the Purchaser a copy of any disclosures provided thereunder.

 

(nn) Other Covered
Persons
. To the knowledge of the Company there is no Person (other than any Issuer Covered Person) that has been or will be
paid (directly or indirectly) remuneration for solicitation of the Purchaser in connection with the sale of any Securities.

 

(oo) Notice of
Disqualification Events
. The Company will notify the Purchaser in writing, prior to such Closing Date, of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person.

 

(pp) Payments of
Cash
. Except as disclosed on the Disclosure Certificate, neither the Company, its officers, or any Affiliates or agents of
the Company have withdrawn or paid cash (not including a check or other similar negotiable instrument) to any vendor in an aggregate
amount that exceeds Five Thousand Dollars ($5,000) for any purpose.

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

 

(rr) Shell Company Status. The Company
has never been, and is not presently, an issuer identified as a “Shell Company”.

 

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

 

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

 

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

 

  

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

 

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

 

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

 

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

 

(f) Certain Transactions
and Confidentiality
. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales,
including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
if such Purchaser is a multi-managed investment vehicle (whereby separate portfolio managers manage separate portions of such
Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
managers managing other portions of such Purchaser’s assets), the representation set forth above in this clause (f) shall
only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

 

Each Company Party acknowledges and agrees
that the representations and warranties of each Purchaser set forth in Section 3.2 shall not modify, amend or affect any
Purchaser’s right to rely on the representations and warranties of any Company Party contained in this Agreement or in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or
the consummation of the transaction contemplated hereby.

 

 

ARTICLE IV OTHER AGREEMENTS OF THE PARTIES

 

4.1 Transfer Restrictions. 

 

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

 

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

 

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

 

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

 

(c) Certificates evidencing
the Commitment Shares and Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b)):
(i) following any sale of such Commitment Shares or Conversion Shares pursuant to Rule 144, (ii) if such Commitment Shares or
Conversion Shares are eligible for sale under Rule 144 or (iii) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company
shall, upon request of the Purchaser and at the Company’s sole expense, cause its counsel (or at the Purchaser’s option
exercised in its sole discretion, counsel selected by the Purchaser) to issue a legal opinion to the Transfer Agent promptly after
any of the events described in (i) through (iii) in the preceding sentence if required by the Transfer Agent to effect the removal
of the legend from any certificate (with a copy to the Purchaser and its broker). If all or any portion of any Note are converted,
as applicable, at a time when such Commitment Shares or Conversion Shares may be sold under Rule 144 or if such legend is not
otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission) then such Commitment Shares or Conversion Shares shall be issued free of all legends. The
Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later
than two (2) Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing
Commitment Shares or Conversion Shares issued with a restrictive legend (such second (2nd) Trading Day, the “Legend Removal
Date
”), instruct the Transfer Agent to deliver or cause to be delivered to the Purchaser a certificate representing
such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.14.1. Certificates
for the Commitment Shares or Conversion Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed
by the Purchaser.

 

  

(d) In addition to
such Purchaser’s other available remedies, the Company shall pay to such Purchaser, in cash, as partial liquidated damages
and not as a penalty, $1,000 per Trading Day for each Trading Day after the Legend Removal Date of such Securities of such Purchaser
until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual
damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents,
and each Purchaser shall have, severally and not jointly, the right to pursue all remedies available to it at law or in equity
including a decree of specific performance and/or injunctive relief.

 

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

 

4.3 Furnishing of Information; Public
Information.

 

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

 

(b) At any time during
the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all of the Securities
have been sold or may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to any Purchaser’s other
available remedies, the Company shall pay to each Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason
of any such delay in or reduction of its ability to sell its Securities, an amount in cash equal to two percent (2.0%) of the
aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth
(30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such
Public Information Failure is cured and (b) such time that such public information is no longer required for such Purchaser to
transfer the Commitment Shares or Conversion Shares pursuant to Rule 144. The payments to which such Purchaser shall be entitled
pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public
Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public
Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments when required
by the preceding sentence, such Public Information Failure Payments shall bear interest at the rate of 2.0% per month (accruing
and due daily and prorated for partial months) until paid in full. Nothing herein shall limit each Purchaser’s right to
pursue actual damages for the Public Information Failure, and each Purchaser shall have the right to pursue all remedies available
to it at law or in equity including a decree of specific performance and/or injunctive relief and recovery of loss profits.

 

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

 

  

4.5 Conversion Procedures. The
form of Notice of Conversion included in any Note sets forth the totality of the procedures required of the applicable Purchaser
in order to convert such Note. Without limiting the preceding sentences, 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 in
order to convert the Notes. No additional legal opinion, other information or Notice of Conversion instructions shall be required
of the Purchaser to convert such Note. The Company shall honor conversions of any Note, and shall deliver Conversion Shares in
accordance with the terms, conditions and time periods set forth in the Transaction Documents.

 

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

 

4.7 Material Non-Public Information.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, each Company
Party covenants and agrees that neither it, nor any of its Affiliates, nor any other Person acting on its behalf, will provide
any Purchaser, any Purchaser Party or their respective agents or counsel with any information that any Company Party believes
constitutes material non-public information, unless prior thereto such information is disclosed to the public, or such Purchaser
shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.

 

4.8 Use of Proceeds. The Company Parties shall use the
net proceeds as set forth in the Disclosure Certificate.

 

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

 

  

4.10 Reservation and Listing of Securities.

 

(a) The Company shall
maintain a reserve equal to __________ shares from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents. Upon a reverse
stock split or increase in the authorized Common Stock of the Company, the Company will immediately instruct the Transfer Agent
to reserve at least two and one-half times (2.5x) the full number of Conversion Shares issuable pursuant to all of the Notes at
the Fixed Conversion Price after giving effect to such stock split or increase. This reserve amount shall be updated monthly.

 

(b) If, on any date,
the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of the Required Minimum
on such date, then the Board of Directors shall amend the Company’s Articles of Incorporation (or equivalent governing document)
to increase the number of authorized but unissued shares of Common Stock to 100% of the Required Minimum at such time, as soon
as possible and in any event not later than the 60th day after such date.

 

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

 

4.11 Variable Rate Transactions.

 

(a) For so long as
any Note remain outstanding, except as provided in any Note, no Company Party shall effect or enter into an agreement to effect
any issuance by any Company Party or any Subsidiary of any Company Party of Common Stock or Common Stock Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in
which a Person (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive, additional shares of common stock (including Common Stock) either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or
exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or
upon the occurrence of specified or contingent events directly or indirectly related to the business of such Person or the market
for the common stock or (ii) enters into any agreement, including an equity line of credit, whereby such Person may issue securities
at a future determined price.

 

 

(b) For as long as
any Note remains outstanding, no Company Party, no Related Party of any Company Party will, directly or indirectly (including
through agents, contractors, trustees, representatives or advisors): (a) solicit, initiate, encourage or accept any other inquiries,
proposals or offers from any Person relating to any exchange (i) of any security of any Company Party for any other security of
any Company Party, except to the extent consummated pursuant to the terms of Common Share Equivalents of the Company as in effect
as of the date hereof and disclosed in filings with the Commission prior to the date hereof (without giving effect to any amendment,
modification, change or waiver of any terms thereof occurring on or after the date hereof or not disclosed in a filing by the
Company with the Commission prior to the date hereof) or (ii) of any indebtedness or other securities of, or claim against, any
Company Party pursuant to a registration statement files with the Commission or relying on any exemption under the Securities
Act (including Section 3(a)(10) of the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange
Transaction
”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction
with any Person; or (c) participate in any discussions, conversations, negotiations or other communications with any Person regarding
any Exchange Transaction, or furnish to any Person any information with respect to any Exchange Transaction, or otherwise cooperate
in any way, assist or participate in, facilitate or encourage, any effort or attempt by any Person to seek an Exchange Transaction
involving any Company Party. For as long as any Note remains outstanding, no Company Party and no Related Party of any Company
Party, will, either directly or indirectly (including through agents, contractors, trustees, representatives or advisors), cooperate
in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person to effect any acquisition of
securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness
or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether
pursuant to Section 3(a)(9) or 3(a)(10) of the Securities Act or otherwise) (a “Third Party Exchange Transfer”).
The Company Parties and each of their Related Parties shall immediately cease and cause to be terminated all existing discussions,
conversations, negotiations and other communications with any Persons with respect to any of the foregoing. For all purposes of
this Agreement, violations of the restrictions set forth in this Section 4.11 by any Company Party, or any Subsidiary or
Affiliate of any Company Party, or any officer, employee, director, agent or other representative of any Company Party or any
Subsidiary or Affiliates of any Company Party shall be deemed a direct breach of this Section 4.11 by the Company.

 

(c) For so long as
any Note remains outstanding, if the Company has, on or prior to the date of this Agreement, entered into, or shall in the future
enter into, any agreement with any purchaser or holder of any securities of the Company, by providing such purchaser or holder
with any terms that are more favorable than the rights made available to the Purchasers pursuant any terms set out in the Transaction
Documents in issue as of the date hereof, the Company shall promptly notify the Purchasers of such terms in writing and Purchasers
shall have the right to elect in writing within thirty (30) days of the receipt of such notice to elect to have such terms apply
to such Transaction Documents.

 

4.12 Certain Transactions; Obligations of the Company.

 

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

 

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

 

(c) The Company’s
shares of Common Stock must be eligible for the “Deposit and Withdrawal at Custodian” (DWAC) service of the Deposit
Trust Corporation and not subject to any restriction or limitation imposed by or on behalf of the Deposit Trust Corporation on
any of its services or any other restriction or limitation on the use of the services provided by the Deposit Trust Corporation
(DTC chill).

 

(d) The Commitment
Shares and Conversion Shares, as applicable, shall be deemed “freely tradeable” shares (for the purposes of this Section
4.12(d)
, if such shares are eligible for resale pursuant to (i) Rule 144 (provided the Company is compliant with its current
public information requirements) promulgated by the Commission pursuant to the Securities Act or such shares are the subject of
a then effective registration statement or (ii) an effective “shelf” or resale registration statement under the Securities
Act, in customary form, is effective under the Securities Act, registering the resale of such Commitment Shares or Conversion
Shares by such security holder and names such holder as a selling security holder thereunder, and such registration statement
is reasonably acceptable such holder).

 

  

(e) The shares of
Common Stock are trading on any Trading Market (subject to any volume restrictions set forth in the Notes) and all of the shares
issuable pursuant to the Transaction Documents are listed or quoted for trading on any Trading Market (and the Company believes,
in good faith, that trading of the shares of Common Stock on any Trading Market will continue uninterrupted for the foreseeable
future).

 

(f) There has been
no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction (as each such term is
defined in the Notes) that has not been consummated.

 

(g) The Purchaser
is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors,
employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

 

4.13 Right of First Refusal.

 

(a) For so long as
any of the Notes remain outstanding, upon any issuance by the Company of Common Stock, Common Stock Equivalents or other Indebtedness
or other Securities, whether for cash consideration or a combination of units thereof, resulting in gross proceeds to the Company
in excess of $3,000,000 (a “Subsequent Financing”), each Purchaser shall have the right to participate up to
its Pro Rata Portion (measured against all Notes) of a percentage of such Subsequent Financing equal to, in the aggregate for
all Purchasers, [50]%, in case of a registered offering, and [50]% in case of any other offering (the “Participation
Maximum
”) (provided, however, in no event shall the Participation Maximum exceed the sum of the Principal
Amount of the Notes) on the same terms, conditions and price provided for in the Subsequent Financing. To be free from doubt,
if a Subsequent Financing involves an equity line of credit, which has been approved by Dominion, then, in such event, Purchaser
shall not be entitled to participate under this Section 4.13.

 

(b) At least three
(3) Trading Days (six (6) hours in case of a Subsequent Financing structured as a public offering or as an ‘overnight’
deal or other similar transaction) prior to the closing of a Subsequent Financing, the Company shall deliver to each Purchaser
of the Senior Secured Convertible Promissory Notes a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”),
which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (each additional notice containing
such details, a “Subsequent Financing Notice”). Upon the request of any Purchaser for a Subsequent Financing
Notice, and only upon such a request, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed
terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Persons through or with whom
such Subsequent Financing is proposed to be effected, the Pro Rata Portion (as defined below) of the Participation Maximum of
such Purchaser, an inquiry as to whether such Purchaser is willing to participate above their Pro Rata Portion (and what is the
maximum amount such Purchaser is willing to commit), and shall include a term sheet or similar document relating thereto as an
attachment.

 

(c) If any such Purchaser
desires to participate in such Subsequent Financing, such Purchaser must provide written notice to the Company within one (1)
Trading Day of receipt of the Subsequent Financing Notice (six (6) hours in case of a Subsequent Financing structured as a public
offering or as an ‘overnight’ deal or other similar transaction) that such Purchaser is willing to participate in
the Subsequent Financing, the maximum amount for which such Purchaser would be willing to participate if it is allocated to it
(up to the Participation Maximum), and representing and warranting that the Purchaser has such funds ready, willing, and available
for investment on the terms set forth in the Subsequent Financing Notice.

 

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

 

 

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

 

(f) Notwithstanding
anything to the contrary in this Section 4.13 and unless otherwise agreed to by the applicable Purchaser, the Company shall
either confirm in writing to each Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or
shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such
that each Purchaser will not be in possession of any material, non-public information, by the fifth (5h) Trading Day
following delivery of the Subsequent Financing Notice. If by such fifth (5th) Trading Day, no public disclosure regarding
a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction
has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed
to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

 

(g) Notwithstanding the foregoing, this
Section 4.13 shall not apply to an Exempt Issuance or any issuance of “Permitted Indebtedness” (as defined
under any of the Notes).

 

4.14 Securities Laws Disclosure; Publicity.

 

(a) 8-K Filing.
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 in connection with the transactions contemplated by the Transaction Documents. The
Company represents to each Purchaser that, from and after the issuance of such Current Report on Form 8-K, it shall have publicly
disclosed all material, non-public information delivered to any Purchaser or their Related Parties (including to their agents,
contractors, trustees, representatives and advisors) by any Company Party (including through agents, contractors, trustees, representatives
and advisors) in connection with the transactions contemplated by the Transaction Documents.

 

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

 

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

 

  

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

 

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

 

4.16 Waiver. The Purchaser hereby
waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from
that certain trust account which was established at JPMorgan Chase, N.A. (the “Trust Account”) established
by the Company in which the proceeds of the initial public offering (the “IPO”) (including without limitation
the overallotment securities) and the proceeds of the sale of the units issued in the private placement that occurred in connection
with the IPO, as described in the registration statement and prospectus filed in connection with the IPO, were deposited, and
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account or distributions therefrom
to the Company’s public stockholders for any reason whatsoever.

 

ARTICLE V PURCHASER AGENT

 

5.1 Appointment. Each Purchaser
hereby irrevocably appoints Dominion Capital LLC, a Connecticut limited liability company (“Dominion”), to
act on its behalf as the Purchaser Agent hereunder and under the other Transaction Documents and authorizes the Purchaser Agent
to take such actions on its behalf and to exercise such powers as are delegated to the Purchaser Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this ARTICLE V are solely
for the benefit of the Purchaser Agent and the Purchasers, and no Company Party will have any rights as a third-party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Transaction
Documents (or any other similar term) with reference to the Purchaser Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

 

5.2 Rights as a Purchaser. The
Person serving as the Purchaser Agent hereunder has the same rights and powers in its capacity as an Initial Purchaser and Purchaser
as any other Initial Purchaser and Purchaser and may exercise the same as though it were not the Purchaser Agent, and the terms
“Initial Purchaser”, “Initial Purchasers,” “Purchaser” or “Purchasers” will, unless
otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Purchaser Agent hereunder
in its individual capacity to the extent such Person is an Initial Purchaser or, as the case may be, Purchaser. Such Person and
its Affiliates may accept payments from, lend money to, own securities of, and generally engage in any kind of business with,
the Company, any Company Party or any other Subsidiaries or Affiliates of the Company as if such Person were not the Purchaser
Agent hereunder and without any duty to account therefor to the Purchasers.

 

5.3 Exculpatory Provisions.

 

(a) The Purchaser
Agent will not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents,
and its duties hereunder are administrative in nature. Without limiting the generality of the foregoing, the Purchaser Agent:

 

(i) will not be subject to any
fiduciary or other implied duties, regardless of whether an Event of Default under the Notes has occurred and is continuing;

 

 

(ii) will
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Transaction Documents that the Purchaser Agent is required to exercise as directed
in writing by the Required Holders (or such other number or percentage of the Purchasers as will be expressly provided for herein
or in the other Transaction Documents); provided, that the Purchaser Agent will not be required to take any action that,
in its opinion or the opinion of its counsel, may expose the Purchaser Agent to liability or that is contrary to any Transaction
Document or any applicable statutes, rules, ordinances, regulations guidance documents, contract terms, and other requirements
of all applicable governmental authorities, including any action that may be in violation of the automatic stay under any bankruptcy
or insolvency; and

 

(iii) will
not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and will not be liable
for the failure to disclose, any information relating to the Companies or any of its Subsidiaries or Affiliates that is communicated
to or obtained by the Person serving as the Purchaser Agent or any of its Affiliates in any capacity.

 

(b) The Purchaser
Agent will not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Purchasers
(or such other number or percentage of the Purchasers as will be necessary, or as the Purchaser Agent believes in good faith will
be necessary, under the circumstances), or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final and nonappealable judgment. The Purchaser Agent will be deemed not to have knowledge
of any Event of Default unless and until notice describing such Event of Default is given to the Purchaser Agent in writing by
the Companies or a Purchaser.

 

(c) The Purchaser
Agent will not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other
agreement, instrument or document or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of
items expressly required to be delivered to the Purchaser Agent.

 

5.4 Reliance by Purchaser Agent.
The Purchaser Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.
The Purchaser Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by
the proper Person, and will not incur any liability for relying thereon. In determining compliance with any condition hereunder
that by its terms must be fulfilled to its satisfaction, the Purchaser Agent may make such determination in its sole discretion,
and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser,
the Purchaser Agent may presume that such condition is satisfactory to such Purchaser unless the Purchaser Agent has received
notice to the contrary from such Purchaser prior to the issuance of the Notes. The Purchaser Agent may consult with legal counsel
(who may be counsel for the Companies), independent accountants and other experts selected by it, and will not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

 

5.5 Delegation of Duties. The Purchaser
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document
by or through any one or more sub-agents appointed by the Purchaser Agent. The Purchaser Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions
of this Section will apply to any such sub-agent and to the Affiliates of the Purchaser Agent and any such sub-agent, and will
apply to their respective activities in connection with the syndication of the facility as well as activities as Purchaser Agent.
The Purchaser Agent will not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and nonappealable judgment that the Purchaser Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.

 

  

5.6 Resignation of Purchaser Agent.

 

(a) The Purchaser
Agent may at any time give notice of its resignation to the Purchasers and the Companies, which notice shall set forth the effective
date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth
(30th) day following the date of such notice. The Required Purchasers and the Companies shall mutually agree upon a successor
to the Purchaser Agent. If the Required Purchasers and the Companies are unable to so mutually agree and no successor shall have
been appointed within twenty-five (25) days after the retiring Purchaser Agent gives notice of its resignation, then the retiring
Purchaser Agent may (but will not be obligated to), on behalf of the Purchasers, appoint a successor Purchaser Agent it shall
designate (in its reasonable discretion after consultation with the Companies and the Required Purchasers). Whether or not a successor
has been appointed, such resignation will become effective in accordance with such notice on the Resignation Effective Date.

 

(b) With effect from
the Resignation Effective Date (i) the retiring Purchaser Agent will be discharged from its duties and obligations hereunder and
under the other Transaction Purchasers under any of the Transaction Documents, the retiring Purchaser Agent will continue to hold
such Collateral until such time as a successor Purchaser Agent is appointed) and (ii) except for any indemnity payments owed to
the retiring Purchaser Agent, all payments, communications and determinations provided to be made by, to or through the Purchaser
Agent will instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor
Purchaser Agent as provided for above. Upon the acceptance of a successor’s appointment as Purchaser Agent hereunder, such
successor will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Purchaser Agent
(other than any rights to indemnity payments owed to the retiring Purchaser Agent), and the retiring Purchaser Agent will be discharged
from all of its duties and obligations hereunder or under the other Transaction Documents. The fees payable by the Company to
a successor Purchaser Agent will be the same as those payable to its predecessor unless otherwise agreed between the Companies
and such successor. After the retiring Purchaser Agent’s resignation hereunder and under the other Transaction Documents,
the provisions of this Article VI will continue in effect for the benefit of such retiring Purchaser Agent, its sub-agents and
their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Purchaser
Agent was acting as Purchaser Agent.

 

5.7 Non-Reliance on Purchaser Agent
and Other Purchasers
. Each Purchaser acknowledges that it has, independently and without reliance upon the Purchaser Agent
or any other Purchaser or any of their Affiliates and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently
and without reliance upon the Purchaser Agent or any other Purchaser or any of their Affiliates and based on such documents and
information as it will from time to time deem appropriate, continue to make its own decisions in taking or not taking action under
or based upon this Agreement, any other Transaction Document or any related agreement or any document furnished hereunder or thereunder.

 

5.8 Purchaser Agent May File Proofs
of Claim
. In case of the pendency of any bankruptcy or insolvency proceeding or any other judicial proceeding relative to
the Company, the Purchaser Agent (irrespective of whether the principal of the Notes will then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Purchaser Agent has made any demand on the Company) will be entitled
and empowered (but not obligated), by intervention in such proceeding or otherwise:

 

(a) to file and prove
a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other obligations
that are owing and unpaid hereunder or under any other Transaction Document and to file such other documents as may be necessary
or advisable in order to have the claims of the Purchasers and the Purchaser Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Purchasers and the Purchaser Agent and their respective agents and counsel and all
other amounts due the Purchasers and the Purchaser Agent under this Agreement or any other Transaction Document) allowed in such
judicial proceeding; and

 

(b) to collect and
receive any monies or other property payable or deliverable on any such claims and to distribute the same.

 

Any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Purchaser to make
any payments of the type described above in this Section 5.8 to the Purchaser Agent and, in the event that the Purchaser
Agent consents to the making of such payments directly to the Purchasers, to pay to the Purchaser Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Purchaser Agent and its agents and counsel, and any other
amounts due the Purchaser Agent under this Agreement or any other Transaction Document.

 

  

5.9 Indemnification. Each Purchaser
agrees to indemnify the Purchaser Agent and each of its Related Parties (to the extent not reimbursed by the Borrower), from and
against such Purchaser’s aggregate ratable share (based on the principal amount of the Notes held by the Purchasers) of
any and all Losses that may be imposed on, incurred by, or asserted against, the Purchaser Agent or any of its Related Parties
in any way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the
Purchaser Agent under this Agreement or the other Transaction Documents; provided, that no Purchaser shall be liable for
any portion of such Losses resulting from the Purchaser Agent’s or such Related Party’s gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, each Purchaser agrees to
reimburse the Purchaser Agent and its Related Parties promptly upon demand for its ratable share of any out-of-pocket expenses
(including fees, expenses and disbursements of financial and legal advisors) incurred by the Purchaser Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other
Transaction Documents, to the extent that the Purchaser Agent is not reimbursed for such expenses by the Company or another Company
Party.

 

5.10 Collateral Matters; Appointment of Purchaser Agent
under other Transaction Documents.

 

(a) Without limiting the provisions of
Section 5.8, the Purchasers irrevocably agree as follows:

 

(i) the
Purchaser Agent is authorized, at its option and in its discretion, to release any Lien on any property granted to or held by
the Purchaser Agent under any Transaction Document (A) on the date when all obligations have been satisfied in full in cash (other
than obligations under the Warrant and contingent obligations as to which no claims have been asserted), (B) that is sold or otherwise
disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under
the Transaction Documents, and

 

(ii) Upon
request by the Purchaser Agent at any time, each Purchaser will confirm in writing the Purchaser Agent’s authority to release
or subordinate its interest in particular types or items of Collateral.

 

(b) The Purchaser
Agent will not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Purchaser Agent’s lien thereon,
or any certificate prepared by any Obligor in connection therewith, nor will the Purchaser Agent be responsible or liable to the
Purchasers for any failure to monitor or maintain any portion of the Collateral.

 

(c) Each Purchaser
hereby appoints the Purchaser Agent as its Purchaser Agent under each of the Transaction Documents and agrees that, in so acting,
the Purchaser Agent will have all of the rights, protections, exculpations, indemnities and other benefits provided to the Purchaser
Agent under this Agreement, and hereby authorizes and directs the Purchaser Agent, on behalf of such Purchaser and all Purchasers,
without the necessity of any notice to or further consent from any of the Purchaser, from time to time to (i) take any action
with respect to any collateral or any Transaction Document which may be necessary to perfect and maintain perfected the liens
on the collateral granted pursuant to any such Transaction Document or protect and preserve the Purchaser Agent’s ability
to enforce the liens or realize upon the collateral, (ii) act as Purchaser Agent for each Purchaser that is a secured party for
purposes of acquiring, holding, enforcing and perfecting all Liens created by the Transaction Documents and all other purposes
stated therein, (iii) enter into non-disturbance or similar agreements in connection with licensing agreements and arrangements
permitted by this Agreement and the other Transaction Documents and (iv) otherwise to take or refrain from taking any and all
action that the Purchaser Agent shall deem necessary or advisable in fulfilling its role as Purchaser Agent under any of the Transaction
Documents.

 

5.11 Purchaser Agent acting as Collateral
Agent
. The Purchaser Agent shall act as Collateral Agent on behalf of the Purchaser Parties under the Collateral Agency Agreements
and may execute the Collateral Agency Agreement on behalf of the Purchaser Parties and exercise any of the rights provided above
in its capacity as Collateral Agent under the Collateral Agency Agreement.

 

  

ARTICLE VI MISCELLANEOUS

 

6.1 Termination and Survival. This
Agreement may be terminated by each Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the Company and the other Purchasers, if
the Closing Date has not occurred on or before August 31, 2020. Termination of this Agreement will not affect the right of any
party to sue for any breach by any other party (or parties) prior to such termination. The representations and warranties, covenants
and other provisions hereof shall survive the Closing and the delivery of the Securities. Notwithstanding any termination of any
Transaction Document, the reimbursement and indemnities to which the Purchaser Parties are entitled under the provisions of any
Transaction Document shall continue in full force and effect and shall protect the Purchaser Parties against events arising after
such termination as well as before.

 

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

 

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

 

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

 

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

 

(d) all the actual
and reasonable costs, fees and expenses in connection with the inspection, verification, custody or preservation of any collateral,
to the extent required or permitted under any Transaction Document; and

 

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

 

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

 

6.3 Modifications and Signatures.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any modification effected in accordance with accordance with this Section 6.3 shall be binding upon each Purchaser and
holder of Securities and the Company.

 

  

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

 

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

 

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

 

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

 

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

 

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

 

  

6.4 Notices.

 

(a) All notices, requests,
demands, and other communications to either party hereto or given under any Transaction Document shall be in writing (including
electronic mail transmission or similar writing) and shall be given to such party at the physical address or send to the electronic
mailing address set forth in the signature pages hereof or at such other physical address or electronic mailing address as such
party may hereafter specify for the purpose of notice to the Purchasers and the Company in accordance with the provisions of this
Section 6.4.

 

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

 

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

 

6.6 Governing Law.

 

(a) Except as otherwise
expressly provided in any other Transaction Document, this Agreement, the other Transaction Documents and all claims, Proceedings
and matters arising hereunder or thereunder or related hereto or thereto are governed by, and construed and enforced in accordance
with, the laws of the State of New York.

 

(b) Any Proceeding
with respect to any Transaction Document may be brought exclusively in the New York State courts sitting in New York County or
the federal courts of the United States of America for the Southern District of New York and sitting in New York County. Each
Company Party (i) accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction
of such courts, (ii) irrevocably waives any objection, including any objection to the laying of venue, based on the grounds of
forum non conveniens or that such jurisdiction is improper or otherwise that such party is not subject to the jurisdiction
of such courts, that it may now or hereafter have to the bringing of any Proceeding in those jurisdictions, (iii) irrevocably
consents to the service of process of any court referred to above in any Proceeding by the mailing of copies of the process to
the parties hereto as provided in Section 6.4 and (iv) agrees that a final judgment in any such Proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service
effected as provided in this manner will become effective ten (10) calendar days after the mailing of the process. Notwithstanding
the foregoing, nothing contained in any Transaction Document shall affect the right of any Purchaser Party to serve process in
any other manner permitted by applicable Regulations or commence Proceedings or otherwise proceed against the Borrower in any
other jurisdiction.

 

  

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

 

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

 

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

 

6.10 Remedies.

 

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

 

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

 

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

 

  

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

 

(e) An Event of Default
will cause irreparable harm to the Purchasers and that the remedy at law for any such breach may be inadequate. Therefore, in
the event of any such Event of Default, the Purchasers shall be entitled, in addition to all other available remedies, to an injunction
restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond
or other security being required.

 

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

 

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

 

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

 

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

 

  

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

  

6.16 Waiver of Jury Trial and Certain Other Rights.

 

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

 

(b) Each Company Party
acknowledges and agrees that the foregoing waivers are a material inducement to the Purchasers to enter into and accept this Agreement.
Each Company Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury
trial rights following consultation with such legal counsel. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court. This Section 6.16 shall not restrict a party from exercising remedies under the UCC or
from exercising pre-judgment remedies under applicable Regulations.

 

[Signature Pages Follow]

 

  

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

 

KBL MERGER
CORP. IV
  Address for Notice:
     
    KBL Merger Corp. IV
By: /s/ Marlene Krauss   30 Park Place,
Suite 45E
  Name: Marlene Krauss, M.D.   New York, NY 10007
  Title: Chief Executive
Officer
   

 

  Fax: _____________
   
  Email: mkrauss@kblvc.com

  

[Signature Pages for Purchaser Follow]

 

  

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

 

Name of Purchaser: ALPHA CAPITAL ANSTALT  
     
Signature of Authorized Signatory of Purchaser: /s/ Nicola Feuerstein  
     
Name: Nicola Feuerstein  
     
Title: Director  

 

Address for Notice to Purchaser:  
   
Email:  
Facsimile Number:  
EIN Number: _______________________  

 

The Purchase Price/Subscription Amount of the Securities for
the specified Closing set forth on Schedule 1

 

SECURITIES PURCHASE AGREEMENT FOR KBLM

 

 

 

 

Exhibit 10.2

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration
Rights Agreement
(this “Agreement”) is made and entered into as of September 8, 2020, between KBL
Merger Corp. IV, a Delaware corporation (the “Company”), and the purchasers identified on the signature
pages hereto (each a “Purchaser”).

 

This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory
thereto (the “Purchase Agreement”).

 

The Company and the
Purchaser hereby agrees as follows:

 

1. Definitions.

 

Capitalized terms
used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:

 

Advice
shall have the meaning set forth in Section 6(d).

 

“Effectiveness
Date
” means, with respect to the Initial Registration Statement required to be filed hereunder, the forty-fifth (45th)
calendar day following the Closing Date hereof, provided, however, that in the event the Company is notified by the Commission
that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Date as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified
if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that
is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

 

Effectiveness
Period
” shall have the meaning set forth in Section 2(a).

 

Event
shall have the meaning set forth in Section 2(d).

 

Event
Date
” shall have the meaning set forth in Section 2(d).

Filing
Date
” means, with respect to the Initial Registration Statement required hereunder, the fifteenth (15th) calendar
day after the Closing, and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c)
or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.

 

Holder
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

 

Indemnified
Party
” shall have the meaning set forth in Section 5(c).

 

Indemnifying
Party
” shall have the meaning set forth in Section 5(c).

 

Initial
Registration Statement
” means the initial Registration Statement filed pursuant to this Agreement.

 

Losses
shall have the meaning set forth in Section 5(a).

 

Prospectus
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.

 

 

  

Registrable
Securities
” means, as of any date of determination, (a) all of the shares of Common Stock then issued and issuable upon
conversion in full of the Notes (assuming on such date the Notes are converted in full without regard to any conversion limitations
therein), (b) all shares of Common Stock issued and issuable as interest or principal on the Notes assuming all permissible interest
and principal payments are made in shares of Common Stock and the Notes are held until maturity, (c) all of the shares of Common
Stock then issued and issuable in connection with any anti-dilution or any remedies provisions in the Notes (without giving effect
to any limitations on conversion therein), (d) any securities issued or then issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing; and (e) the Commitment Shares; provided, however, that
any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the
effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration
Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities
Act and such Registrable Securities have been disposed of by the Holders in accordance with such effective Registration Statement,
(b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for
resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in
a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming
that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such
securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the
Company, upon the advice of counsel to the Company.

 

Registration
Statement
” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2 or Section 3(c), including (in each case) the Prospectus, amendments and supplements
to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.

 

Rule
415
” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.

 

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

 

Selling
Stockholder Questionnaire
” shall have the meaning set forth in Section 3(a).

 

SEC
Guidance
” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.

 

 

2. Registration.

  

(a) No later
than the Filing Date, the Company shall file with the Commission the Initial Registration Statement relating to the resale by the
Holders of all (or such other number as the Commission will permit) of the Registrable Securities. If Form S-3 is not available
for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable
Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form
is available; provided, that the Company shall maintain the effectiveness of the Registration Statement then in effect until
such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.
Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this
Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act within forty-five
(45) days after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts
to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by
such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Transfer Agent and the affected Holder (the “Effectiveness Period”). The Company shall
telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall
immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day
that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness
of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such
Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holders within
one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an
Event under Section 2(g).

 

(b) Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly inform each of the Holders thereof and use its best efforts to file amendments to the Initial Registration
Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the
Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering,
subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions
of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

 

(c) Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced as follows:

 

  i. first, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and

 

  ii. second, the Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).

 

In the event of a cutback hereunder,
the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will
use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company
or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register
for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

 

  

(d) Provided,
that no event of default exists under the Purchase Agreement or any of the other Transaction Documents, if: (i) the Initial
Registration Statement is not filed on or prior to the Filing Date (if the Company files the Initial Registration Statement without
providing the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be
deemed to have not satisfied this clause (i)) or (ii) the Company fails to file with the Commission a request for acceleration
of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five
(5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such
Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective
date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments
made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by
or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective,
or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission
by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such
Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such
Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need
not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”,
and for purposes of clause (i) thirty (30) calendar days after the date on which such Event occurs, and for purpose of clause (ii),
the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15)
calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period,
as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders
may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date thereafter
(if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is
cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to each Holder
an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two percent (2.0%) multiplied by
the Subscription Amount paid by such Holder for the Notes and Shares of Preferred Stock pursuant to the Purchase Agreement; provided,
that the maximum amount payable thereunder shall not exceed 4% of such Subscription Amount paid by such Holder. If the Company
fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the
Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full.

 

(e) Notwithstanding
anything to the contrary contained herein but subject to comments by the Commission, in no event shall the Company be permitted
to name any Holder or affiliate of a Holder as an underwriter without the prior written consent of such Holder.

 

3. Registration Procedures.

 

In connection with
the Company’s registration obligations hereunder, the Company shall have the following obligations:

 

(a) Not less
than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to the Holder copies of all such documents proposed to
be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review
of the Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of respective counsel to the Holder, to conduct a reasonable investigation
within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders
advance copies of any universal registration statement registering securities in addition to those required hereunder, or any Prospectus
prepared thereto. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided, that,
the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished
copies of a Registration Statement or one (1) Trading Day after the Holder has been furnished copies of any related Prospectus
or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex A (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2)
Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such
Holder receives draft materials in accordance with this Section.

 

 

(b) (i) The
Company shall prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any
comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly
as reasonably practicable to the Holders true and complete copies of all correspondence from and to the Commission relating to
a Registration Statement (provided, that the Company shall excise any information contained therein which would constitute
material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with
the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.

 

(c) If during
the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior
to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number
of such Registrable Securities.

 

(d) The Company
shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested
by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus
or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of
the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence
or existence of any pending corporate development with respect to the Company that the Company believes may be material and that,
in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration
Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute
material, non-public information regarding the Company or any of its Subsidiaries.

 

  

(e) The Company
shall use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

 

(f) The Company
shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment
thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference
to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item
which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

 

(g) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

 

(h) The Company
shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing
with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall
pay the filing fee required by such filing within two (2) Business Days of receipt of a request therefor.

 

(i) Prior
to any resale of Registrable Securities by a Holder, the Company shall use its best efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.

 

(j) If requested
by a Holder, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holder may request.

 

 

(k) Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file
any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts
to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise
its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages otherwise required pursuant to Section 2(g), for a period not to exceed sixty (60) calendar days
(which need not be consecutive days) in any 12-month period.

 

(l) The Company
shall comply with all applicable rules and regulations of the Commission.

 

(m) The Company
shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of
the resale of Registrable Securities.

 

(n) The Company
may require from each selling Holder a certified statement as to the number of shares of Common Stock beneficially owned by such
Holder and the name(s) of the natural persons thereof that have voting and dispositive control over the Common Stock underlying
the Note(s). During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of
the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to all Holders until such information is delivered to the Company.

 

4. Registration
Expenses
. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then
listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in
writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing,
with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable
Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission
in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions
of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

 

 

5. Indemnification.

  

(a) Indemnification
by the Company
. The Company shall, notwithstanding any termination of this Agreement, in addition to and not in substitution
for, any other indemnification provision by the Company, indemnify and hold harmless each Holder, the officers, directors, managers,
managing members, members, partners, advisors, agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call of Common Stock), staff members (whether or not
classified as employees or independent contractors), investment advisors and (and any other Persons with a functionally equivalent
role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, managers, managing members, members, stockholders, staff members (whether or not classified as employees or independent
contractors), partners, advisors, agents (and any other Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method
of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in
a Registration Statement, such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an
event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable
for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the
extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.
The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable
Securities by any of the Holders in accordance with Section 6(h).

 

(b) Indemnification
by Holders
. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or
(y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the
extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company
expressly for inclusion in such Registration Statement or such Prospectus, (ii) to the extent, but only to the extent, that such
information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement
thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only
to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder
and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following
the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the
liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

 

  

(c) Conduct
of Indemnification Proceedings
. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent
that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further
review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

 

An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

 

Subject to
the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the
Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion
of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

 

(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.

 

  

The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute
pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.

 

6. Miscellaneous.

 

(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

 

(b) No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements
. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements
other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities
are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b),
(i) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement
and (ii) shall not prohibit the Company from filing a registration statement on Form S-3 for a primary offering by the Company,
provided, that the Company makes no offering of securities pursuant to such shelf registration statement prior to the effective
date of the Registration Statement required hereunder that includes all of the Registrable Securities.

 

(c) Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration
Statement.

 

(d) Discontinued
Disposition
. By its acquisition of Registrable Securities, the Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees
and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities
hereunder shall be subject to the provisions of Section 2(d).

 

  

(e) Piggy-Back
Registrations
. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Holder a written notice
of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so
request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable
Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current
public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then
effective Registration Statement.

 

(f) Amendments
and Waivers
. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of 67% or more of the then outstanding Registrable Securities (for purposes of clarification, this
includes any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not
register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then
the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder
shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only
by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of
the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.

 

(g) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.

 

(h) Successors
and Assigns
. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties hereto and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or
obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each
Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase
Agreement.

 

(i) No
Inconsistent Agreements
. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.

 

(j) Execution
and Counterparts
. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that all parties hereto need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

 

(k) Governing
Law
. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.

 

  

(l) Cumulative
Remedies
. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

 

(m) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

 

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

 

(o) Independent
Nature of Holders’ Obligations and Rights
. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters,
and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such
claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company
contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that
each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.

 

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

 

(Signature Pages Follow)

 

  

IN WITNESS WHEREOF, the parties hereto have
executed this Registration Rights Agreement as of the date first written above.

 

  KBL MERGER CORP. IV
     
 

By:

/s/ Marlene Krauss

    Name: Marlene Krauss
    Title: CEO

 

[Signature Page of Holders Follows]

 

  

[SIGNATURE PAGE OF HOLDERS TO RRA]

 

Name of Holder: ALPHA CAPITAL ANSTALT

 

Signature of Authorized Signatory of Holder: /s/
Nicola Feuerstein

 

Name of Authorized Signatory: Nicola Feuerstein

 

Title of Authorized Signatory: Director

 

[Signature Pages Continue]

 

 

  

ANNEX A

 

KBL MERGER CORP. IV

 

Selling Stockholder Notice and Questionnaire

 

The undersigned beneficial
owner of shares of common stock (the “Registrable Securities”) of KBL MERGER CORP. IV (the “Company”),
understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document
is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

 

Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

 

NOTICE

 

The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.

 

The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

 

  (a) Full Legal Name of Selling Stockholder
     

 

  (b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
     

 

  (c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
     

 

2. Address for Notices to Selling Stockholder:

 

 

 

 

 

 

 

  (a) Are you a broker-dealer?

Yes
No

 

  (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

Yes
No

 

  Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

 

  (c) Are you an affiliate of a broker-dealer?

Yes
No

 

  (d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes
No

 

  Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

 

4. Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

 

Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.

 

  (a) Type and Amount of other securities beneficially owned by the Selling Stockholder:
     
     
     

 

5. Relationships with the Company:

 

Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.

 

State any exceptions here:

 

The undersigned agrees
to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall
not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

 

By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus and any amendments or supplements thereto.

 

 

 

IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.

 

Date:_________________ Beneficial Owner:__________________________

 

  By:  
     
    Name:
    Title:

 

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE
AND QUESTIONNAIRE TO:

[______________________]

 

 

 

 

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