<SEC-DOCUMENT>0001554795-17-000353.txt : 20170823
<SEC-HEADER>0001554795-17-000353.hdr.sgml : 20170823
<ACCEPTANCE-DATETIME>20170823163240
ACCESSION NUMBER:		0001554795-17-000353
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20170818
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20170823
DATE AS OF CHANGE:		20170823

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TimefireVR Inc.
		CENTRAL INDEX KEY:			0000748268
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				860490034
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-31587
		FILM NUMBER:		171047428

	BUSINESS ADDRESS:	
		STREET 1:		7600 E. REDFIELD RD.
		STREET 2:		#100, BUILDING A
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85260
		BUSINESS PHONE:		888-875-9928

	MAIL ADDRESS:	
		STREET 1:		7600 E. REDFIELD RD.
		STREET 2:		#100, BUILDING A
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85260

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EnergyTEK Corp.
		DATE OF NAME CHANGE:	20140723

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROADLEAF CAPITAL PARTNERS INC
		DATE OF NAME CHANGE:	20040928

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROADLEAF CAPITAL PARTNERS  INC
		DATE OF NAME CHANGE:	20020503
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>tfvr0821form8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
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<P STYLE="font: 14pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 14pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 18pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B>Date of Report (Date of earliest event
reported):&nbsp; August 18, 2017</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 14pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center"><B><U>TimefireVR Inc.</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">(Exact name of registrant as specified
in its charter)</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
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    <TD STYLE="width: 34%; border-bottom: Black 1pt solid; text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">Nevada</FONT></TD>
    <TD STYLE="width: 3%; line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 30%; border-bottom: Black 1pt solid; text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">814-00175</FONT></TD>
    <TD STYLE="width: 2%; line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 31%; border-bottom: Black 1pt solid; text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">86-0490034</FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(State or other Jurisdiction of Incorporation)</FONT></TD>
    <TD STYLE="line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Commission File Number)</FONT></TD>
    <TD STYLE="line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(IRS Employer Identification No.)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 46%; border-bottom: Black 1pt solid; text-align: center">
        <P STYLE="font: 10pt/150% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">7600 E. Redfield Road, Suite 100</P>
        <P STYLE="font: 10pt/150% Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Building A</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Scottsdale, AZ</P></TD>
    <TD STYLE="width: 9%; line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 45%; border-bottom: Black 1pt solid; text-align: center">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">85260</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Address of principal executive offices)</FONT></TD>
    <TD STYLE="line-height: 107%; text-align: center">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 107%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(Zip Code)</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; text-align: center; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">Registrant's telephone number, including
area code: (888) 875-9928</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; line-height: 107%; text-align: center">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: center">(Former Name or
Former Address, if Changed Since Last Report)</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"></P>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; border-collapse: collapse; font: 10pt Times New Roman, Times, Serif">
<TR>
    <TD STYLE="text-align: left; width: 5%; vertical-align: top">&#9744;&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify; width: 95%">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</TD></TR>
<TR>
    <TD STYLE="text-align: left; vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify">&nbsp;</TD></TR>
<TR>
    <TD STYLE="text-align: left; vertical-align: top">&#9744;&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD></TR>
<TR>
    <TD STYLE="text-align: left; vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify">&nbsp;</TD></TR>
<TR>
    <TD STYLE="text-align: left; vertical-align: top">&#9744;&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD></TR>
<TR>
    <TD STYLE="text-align: left; vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: middle; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: left; vertical-align: top">&#9744;&nbsp;</TD>
    <TD STYLE="text-align: justify">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))&nbsp;</TD></TR>
</TABLE>


<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: justify"><FONT STYLE="font-size: 10pt">Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&sect;230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&sect;240.12b-2 of this chapter)</FONT></P>

<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 0 0 6pt 0.5in; text-indent: -0.5in; text-align: justify"><FONT STYLE="font-size: 10pt">Emerging
growth company&#9;&#9744;</FONT></P>

<P STYLE="font: 10.5pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: justify"><FONT STYLE="font-size: 10pt">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.&#9;&#9744;</FONT></P>


<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>




<HR SIZE="3" NOSHADE ALIGN="CENTER" STYLE="width: 100%; color: black">


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<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt"><B>&nbsp;</B></FONT></P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><FONT STYLE="font-size: 11pt"><B>Item 2.03</B></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11pt"><B>Creation
                                         of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
                                         of a Registrant.</B></FONT></TD></TR></TABLE>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0 6pt"><FONT STYLE="font-size: 11pt"></FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">Effective
August 18, 2017, TimefireVR Inc., a Nevada corporation (the &ldquo;Company&rdquo;) closed on a private placement offering (the
&ldquo;Offering&rdquo;) with institutional investors (the &ldquo;Investors&rdquo;) pursuant to which the Company issued and sold
Senior Convertible Notes (the &ldquo;Notes&rdquo;) to the Investors in the aggregate principal amount of $63,157.90, with an original
issue discount of 5%, and received gross proceeds of $60,000. The Notes mature on September 3, 2017 (the &ldquo;Maturity Date&rdquo;)
and bear interest at 8% per annum. On the Maturity Date, the Company must repay an amount equal to 120% of outstanding principal
and accrued interest. On the Maturity Date (and subsequently, if the Holders elect to extend the Maturity Date), the Investors
may elect to convert the Notes into common stock of the Company at $0.30 per share, subject to adjustment (the &ldquo;Conversion
Price&rdquo;). In addition, the Notes are redeemable by the Company up to 90 days following issuance at an amount equal to 110%
of outstanding principal and accrued interest, and thereafter at an amount equal to 120% of outstanding principal and accrued
interest, subject in either case to upward adjustment to the extent the closing price of the Company&rsquo;s common stock on the
OTCQB exceeds the Conversion Price. As additional consideration, the Company issued the Investors a total of 210,526 five-year
warrants (the &ldquo;Warrants&rdquo;) to purchase the Company&rsquo;s common stock, which are exercisable on or after February
21, 2017 at $0.35 per share.</FONT></P>



<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">&nbsp;&nbsp;</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">The
foregoing description of the Offering is a summary only and is qualified in its entirety by the full text of the Securities Purchase
Agreement related to the Offering, the form of Note, and the form of Warrant, each of which is filed as an exhibit hereto and
incorporated herein by reference.</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><FONT STYLE="font-size: 11pt"><B>Item 3.02</B></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11pt"><B>Unregistered
                                         Sales of Equity Securities.</B></FONT></TD></TR></TABLE>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0 6pt"><FONT STYLE="font-size: 11pt"></FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">The
disclosure included under Item 2.03, above, is incorporated by reference herein. The Notes, the Warrants, and the shares of common
stock issuable upon conversion and exercise of the Notes and the Warrants have not been registered under the Securities Act of
1933 (the &quot;Securities Act&quot;) and were issued and sold in reliance upon the exemption from registration contained in Section
4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. Each investor acquired the securities for investment and
acknowledged that it is an accreditor investor as defined by Rule 501 under the Securities Act. The Notes, Warrants, and shares
may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements
under the Securities Act.</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

<P STYLE="font: 12pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"><FONT STYLE="font-size: 11pt"><B></B></FONT></P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 12pt/normal Times New Roman, Times, Serif; margin-top: 3pt; margin-bottom: 3pt">
<TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><FONT STYLE="font-size: 11pt"><B>Item 5.02</B></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11pt"><B>Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers</B></FONT></TD></TR>
</TABLE>
<P STYLE="font: 12pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt"><FONT STYLE="font-size: 11pt"><B></B></FONT></P>

<P STYLE="font: 12pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt; text-align: justify"><FONT STYLE="font-size: 11pt">On
August 18, 2017, the Board of Directors of the Company approved the appointment of Jonathan Read to serve as an independent board
member. From the proceeds of the offering referred to in this Report, we paid Mr. Read $20,000, of which $15,625 represents the
balance of his severance payment stemming from his former service as Chief Executive Officer and the balance represents compensation
for board service.</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font-size: 11pt">Mr. Read,
age 60, from 2013 to present, has served as Managing Partner of Quadratam1 LLC, a Scottsdale, Arizona based firm specializing
in providing financial and organizational consulting services for growth-stage companies in the United States and China. From
November 1, 2015 to January 31, 2017, Mr. Read was Chief Executive Officer or President of the Company, and during the course
of his tenure repositioned, re-financed, and merged the company into an entity focused on the virtual reality sector. Beginning
in 2005 and continuing through 2012, he founded and served as Chief Executive Officer and a director of ECOtality, Inc. (NASDAQ:
ECTY), a San Francisco based entity in the field of electric vehicle charging and battery technology. In 2013, ECOtality, Inc.
filed for Chapter 11 bankruptcy protection. In 2014, Mr. Read filed for bankruptcy personally.</FONT></P>



<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><FONT STYLE="font-size: 11pt"><B>Item 8.01</B></FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11pt"><B>Other
                                         Events.</B></FONT></TD></TR></TABLE>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0 6pt"><FONT STYLE="font-size: 11pt"></FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">On
July 12, 2017 and August 2, 2017, the Company received advances from a shareholder of $50,000 and $30,000, respectively. No loan
or other documentation exists. The Company is treating the advances as demand obligations.</FONT></P>



<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><FONT STYLE="font-size: 11pt"><B>Item 9.01</B></FONT></TD><TD><FONT STYLE="font-size: 11pt"><B>Financial Statements
                                         and Exhibits.</B></FONT></TD></TR></TABLE>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0 6pt"><FONT STYLE="font-size: 11pt"></FONT></P>

<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: middle">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; width: 20%; vertical-align: top"><FONT STYLE="font-size: 11pt">Exhibit
    No<FONT STYLE="font-family: Times New Roman, Times, Serif; font-weight: normal; font-style: normal; font-variant: normal">.</FONT></FONT></TD>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-decoration: underline; text-align: left; width: 80%"><FONT STYLE="font-size: 11pt">Description</FONT></TD></TR>
<TR STYLE="vertical-align: middle">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-align: left; vertical-align: top"><FONT STYLE="font-size: 11pt">10.1</FONT></TD>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-align: left"><FONT STYLE="font-size: 11pt">Form of Securities Purchase
    Agreement</FONT></TD></TR>
<TR STYLE="vertical-align: middle">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-align: left; vertical-align: top"><FONT STYLE="font-size: 11pt">10.2&nbsp;</FONT></TD>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; text-align: left"><FONT STYLE="font-size: 11pt">Form of Senior Convertible
    Note</FONT></TD></TR>
<TR>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; vertical-align: top; text-align: left"><FONT STYLE="font-size: 11pt">10.3</FONT></TD>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; vertical-align: bottom; text-align: left"><FONT STYLE="font-size: 11pt">Form
    of Warrant</FONT></TD></TR>
</TABLE>


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<P STYLE="font: 12pt/107% Times New Roman, Times, Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">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 thereunto duly authorized.</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0; text-align: justify"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

<P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 3pt 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>

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    <TD STYLE="width: 52%"><P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">Date: August 23, 2017&nbsp;</FONT></P></TD>
    <TD STYLE="width: 48%"><P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt"><B>TimefireVR Inc.</B></FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">By:&nbsp; <U>/s/ Jeffrey
        Rassas</U></FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">Name:&nbsp; Jeffrey
        Rassas</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">Title:&nbsp;&nbsp;
        Chief Executive Officer</FONT></P>
        <P STYLE="font: 12pt/normal Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-size: 11pt">&nbsp;</FONT></P></TD></TR>
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<TYPE>EX-10.1
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<FILENAME>tfvr0821form8kexh10_1.htm
<DESCRIPTION>EXHIBIT 10.1
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<P STYLE="margin: 0; text-align: right"><B>EXHIBIT 10.1</B></P>

<P STYLE="margin: 0; text-align: left"></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center">SECURITIES
PURCHASE AGREEMENT</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This <B>SECURITIES
PURCHASE AGREEMENT</B> (the &ldquo;<B>Agreement</B>&rdquo;), dated as of _________________, is by and among TimeFireVR Inc., a
Nevada corporation with offices located at _________________________________ (the &ldquo;<B>Company</B>&rdquo;), and each of the
investors listed on the Schedule of Buyers attached hereto (individually, a &ldquo;<B>Buyer</B>&rdquo; and collectively, the &ldquo;<B>Buyers</B>&rdquo;).</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center"><U>RECITALS</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">A. The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the &ldquo;<B>1933 Act</B>&rdquo;), and Rule 506(b) of Regulation
D (&ldquo;<B>Regulation&nbsp;D</B>&rdquo;) as promulgated by the United States Securities and Exchange Commission (the &ldquo;<B>SEC</B>&rdquo;)
under the 1933 Act.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">B. The
Company has authorized a new series of senior convertible notes of the Company, in the aggregate original principal amount of $___________
of which $____________ was issued on ________________, substantially in the form attached hereto as <B><U>Exhibit A</U></B> (the
&ldquo;<B>Notes</B>&rdquo;), which Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common
Stock issuable pursuant to the terms of the Notes, including, without limitation, upon conversion or otherwise, collectively, the
&ldquo;<B>Conversion Shares</B>&rdquo;), in accordance with the terms of the Notes.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">C. Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) a Note in
the aggregate original principal amount set forth opposite such Buyer&rsquo;s name in column (3) on the Schedule of Buyers and
(ii) a warrant to initially acquire up to that aggregate number of additional shares of Common Stock set forth opposite such Buyer&rsquo;s
name in column (4) on the Schedule of Buyers, substantially in the form attached hereto as <B><U>Exhibit B</U></B> (the &ldquo;<B>Warrants</B>&rdquo;)
(as exercised, collectively, the &ldquo;<B>Warrant Shares</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">D. The
Notes, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the &ldquo;<B>Securities</B>.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center; text-indent: 0in"><B><U>AGREEMENT</U></B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">1.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>PURCHASE AND SALE OF NOTES AND WARRANTS.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Purchase of Notes and Warrants</U>. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6
and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from
the Company on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer&rsquo;s
name in column (3) on the Schedule of Buyers, along with Warrants to initially acquire up to that aggregate number of Warrant Shares
as is set forth opposite such Buyer&rsquo;s name in column (4) on the Schedule of Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Closing</U>. The closing (the &ldquo;<B>Closing</B>&rdquo;) of the purchase of the Notes and the Warrants by the Buyers
shall occur at the offices of Nason Yeager Gerson White &amp; Lioce, P.A., 3001 PGA Blvd., Suite 305, Palm Beach Gardens, FL 33410.
The date and time of the Closing (the &ldquo;<B>Closing Date</B>&rdquo;) shall be 10:00 a.m., New York time, on the first (1st)
Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other
date as is mutually agreed to by the Company and each Buyer). As used herein &ldquo;<B>Business Day</B>&rdquo; means any day other
than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain
closed.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Purchase Price</U>. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the &ldquo;<B>Purchase
Price</B>&rdquo;) shall be the amount set forth opposite such Buyer&rsquo;s name in column (5) on the Schedule of Buyers. Each
Buyer shall pay $950 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing.
Each Buyer and the Company agree that the Notes and the Warrants constitute an &ldquo;investment unit&rdquo; for purposes of Section
1273(c)(2) of the Internal Revenue Code of 1986, as amended (the &ldquo;<B>Code</B>&rdquo;). The Buyers and the Company mutually
agree that the allocation of the issue price of such investment unit between the Notes and the Warrants in accordance with Section
1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $14,000 allocated to the Warrants
and the balance of the Purchase Price allocated to the Notes, and neither the Buyers nor the Company shall take any position inconsistent
with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Form of Payment</U>. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of
any Buyer, the amounts withheld pursuant to Section&nbsp;4(g)) to the Company for the Notes and the Warrants to be issued and sold
to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined
below) and (ii)&nbsp;the Company shall deliver to each Buyer (A) a Note in the aggregate original principal amount as is set forth
opposite such Buyer&rsquo;s name in column (3) of the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall
have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer&rsquo;s name
in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such
Buyer or its designee.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">2.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>BUYER&rsquo;S REPRESENTATIONS AND WARRANTIES.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing
Date:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Organization; Authority</U>. Such Buyer is an entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations
hereunder and thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Public Sale or Distribution</U>. Such Buyer (i) is acquiring its Note and Warrants, (ii) upon conversion of its Note
will acquire the Conversion Shares issuable upon conversion thereof, and (iii)&nbsp;upon exercise of its Warrants (other than pursuant
to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case,
for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation
of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making
the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for
any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant
to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement
or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities
laws. For purposes of this Agreement, &ldquo;<B>Person</B>&rdquo; means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department
or agency thereof</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Accredited Investor Status</U>. Such Buyer is an &ldquo;accredited investor&rdquo; as that term is defined in Rule 501(a)
of Regulation D.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reliance on Exemptions</U>. Such Buyer understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and such Buyer&rsquo;s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and
the eligibility of such Buyer to acquire the Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Information</U>. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested
by such Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither
such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives
shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained herein. Such
Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Governmental Review</U>. Such Buyer understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transfer or Resale</U>. Such Buyer understands that, except as provided in Section 4(h) hereof: (i) the Securities have
not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested
by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be
sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such
Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule
144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, &ldquo;<B>Rule 144</B>&rdquo;); (ii)
any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some
other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company
nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. 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 and such pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Validity; Enforcement</U>. This Agreement has been duly and validly authorized, executed and delivered on behalf of such
Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors&rsquo; rights and remedies.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Conflicts</U>. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such
Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of
such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for
such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have
a material adverse effect on the ability of such Buyer to perform its obligations hereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Waiver</U>. Such Buyer hereby waives any default by the Company <FONT STYLE="font-size: 11.5pt">under any prior agreement
between such Buyer and the Company </FONT>solely arising <FONT STYLE="font-size: 11.5pt">directly </FONT>from the issuance of the
Notes or the transactions contemplated hereby, each pursuant to the amounts set forth in the attached Schedule of Buyers.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">&nbsp;</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">3.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>REPRESENTATIONS AND WARRANTIES OF THE COMPANY.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Organization and Qualification</U>. Each of the Company and each of its Subsidiaries are entities duly organized and
validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power
and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted.
Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in
every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material
Adverse Effect (as defined below). As used in this Agreement, &ldquo;<B>Material Adverse Effect</B>&rdquo; means any material adverse
effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in
any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith
or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under
any of the Transaction Documents (as defined below). Other than the Persons (as defined below) set forth on <U>Schedule 3(a)</U>,
the Company has no Subsidiaries. &ldquo;<B>Subsidiaries</B>&rdquo; means any Person in which the Company, directly or indirectly,
(I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II) controls or operates
all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred
to herein as a &ldquo;<B>Subsidiary</B>.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Authorization; Enforcement; Validity</U>. The Company has the requisite power and authority to enter into and perform
its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms
hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction
Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company
and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares
issuable upon conversion of the Notes and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant
Shares issuable upon exercise of the Warrants) have been duly authorized by the Company&rsquo;s board of directors and each of
its Subsidiaries&rsquo; board of directors or other governing body, as applicable, and (other than the filing of a Form D with
the SEC and any other filings as may be required by any state securities agencies) no further filing, consent or authorization
is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body.
This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed
and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of applicable creditors&rsquo; rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is
a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations
of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of applicable creditors&rsquo; rights and remedies and except
as rights to indemnification and to contribution may be limited by federal or state securities law. &ldquo;<B>Transaction Documents</B>&rdquo;
means, collectively, this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and
each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions
contemplated hereby and thereby, as may be amended from time to time.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Issuance of Securities</U>. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance
with the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security
interests and other encumbrances (collectively &ldquo;<B>Liens</B>&rdquo;) with respect to the issuance thereof. As of the Closing,
the Company shall have reserved from its duly authorized capital stock 50 million Conversion Shares and Warrant Shares in addition
to Securities previously reserved. Upon issuance or conversion in accordance with the Notes or exercise in accordance with the
Warrants (as the case may be), the Conversion Shares and the Warrant Shares, respectively, when issued, will be validly issued,
fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the
holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties
of the Buyers in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the
1933 Act.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Conflicts</U>. The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries
and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Notes, the Warrants, the Conversion Shares and the Warrant Shares and the reservation for issuance
of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Articles of Incorporation (as defined
below) (including, without limitation, any certificate of designation contained therein), By-Laws (as defined below), certificate
of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any
of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations
of the OTCQB (the <B>&ldquo;Principal Market</B>&rdquo;) and including all applicable foreign, federal and state laws, rules and
regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Consents</U>. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,
or make any filing or registration with (other than the filing of a Form D with the SEC and any other filings as may be required
by any state securities agencies), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any
other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected
on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which
might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings
contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has
no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable
future. &ldquo;<B>Governmental Entity</B>&rdquo; means any nation, state, county, city, town, village, district, or other political
jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental
authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),
multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity
or enterprise owned or controlled by a government or a public international organization or any of the foregoing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Acknowledgment Regarding Buyer&rsquo;s Purchase of Securities</U>. The Company acknowledges and agrees that each Buyer
is acting solely in the capacity of an arm&rsquo;s length purchaser with respect to the Transaction Documents and the transactions
contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii)
an &ldquo;affiliate&rdquo; (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a &ldquo;beneficial
owner&rdquo; of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the &ldquo;<B>1934 Act</B>&rdquo;)). The Company further acknowledges that no Buyer is acting as a financial
advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in
connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer&rsquo;s
purchase of the Securities. The Company further represents to each Buyer that the Company&rsquo;s and each Subsidiary&rsquo;s decision
to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company,
each Subsidiary and their respective representatives.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No General Solicitation; Placement Agent&rsquo;s Fees</U>. Neither the Company, nor any of its Subsidiaries or affiliates,
nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment
of any placement agent&rsquo;s fees, financial advisory fees, or brokers&rsquo; commissions (other than for Persons engaged by
any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay,
and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket
expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement
agent or other agent in connection with the offer or sale of the Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Integrated Offering</U>. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on
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 require registration of the issuance of any of the Securities under the 1933 Act, whether through
integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of
the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are
listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf
will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause
the offering of any of the Securities to be integrated with other offerings of securities of the Company, except as disclosed on
<U>Schedule 3(h)</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Dilutive Effect</U>. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares
will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant
to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants
in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other stockholders of the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Application of Takeover Protections; Rights Agreement</U>. The Company and its board of directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison
pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover
provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its
incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this
Agreement, including, without limitation, the Company&rsquo;s issuance of the Securities and any Buyer&rsquo;s ownership of the
Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any
stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a
change in control of the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>SEC Documents; Financial Statements</U>. During the two (2) years prior to the date hereof, the Company has timely filed
all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices
included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter
referred to as the &ldquo;<B>SEC Documents</B>&rdquo;). The Company has delivered or has made available to the Buyers or their
respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. Except
for SEC Documents filed prior to August 2016, as of their respective dates, the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, 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. Except for SEC Documents filed prior to August 2016, as of their respective
dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of
filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (&ldquo;<B>GAAP</B>&rdquo;),
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments which will not be material, either individually or in the aggregate). The reserves, if any, established
by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on
the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard
No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise.
No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including,
without limitation, information referred to in Section&nbsp;2(e) of this Agreement or in the disclosure schedules to this Agreement)
contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating
to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent
accountants of the Company with respect thereto) included in the SEC Documents (the &ldquo;<B>Financial Statements</B>&rdquo;),
nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial
Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations
of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate
any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(l) <U>Absence
of Certain Changes</U>. Since the date of the Company&rsquo;s most recent audited financial statements contained in a Form
10-K, except as disclosed on <U>Schedule 3(l)</U> there has been no material adverse change and no material adverse
development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or
otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company&rsquo;s most recent audited
financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any
dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, except for the
sale of subsidiaries engages in the oil and gas business or (iii) made any capital expenditures, individually or in the
aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to
seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective
creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably
lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date
hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as
defined below). For purposes of this Section 3(l), &ldquo;<B>Insolvent</B>&rdquo; means, (i) with respect to the Company and
its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company&rsquo;s and its
Subsidiaries&rsquo; assets is less than the amount required to pay the Company&rsquo;s and its Subsidiaries&rsquo; total
Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its
Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts
mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the
Company&rsquo;s or such Subsidiary&rsquo;s (as the case may be) assets is less than the amount required to pay its respective
total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the
Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond
its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any
business or in any transaction, and is not about to engage in any business or in any transaction, for which the
Company&rsquo;s or such Subsidiary&rsquo;s remaining assets constitute unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is proposed to be conducted.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(m) <U>No
Undisclosed Events, Liabilities, Developments or Circumstances</U>. Except as provided on <U>Schedule 3(m)</U>, no event,
liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to
the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations
(including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company
under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale
by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on
any Buyer&rsquo;s investment hereunder or (iii) could have a Material Adverse Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Conduct of Business; Regulatory Permits</U>. Neither the Company nor any of its Subsidiaries is in violation of any term
of or in default under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding
series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation,
memorandum of association, articles of association, articles of incorporation or certificate of incorporation or bylaws, respectively.
Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule
or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct
its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or
in the aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation
of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that
could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During
the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market,
(ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no
communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess
such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the
Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably
be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries,
any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries
as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be
expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Foreign Corrupt Practices</U>. Neither the Company, the Company&rsquo;s subsidiary or any director, officer, agent, employee,
nor any other person acting for or on behalf of the foregoing (individually and collectively, a &ldquo;<B>Company Affiliate</B>&rdquo;)
have violated the U.S. Foreign Corrupt Practices Act (the &ldquo;<B>FCPA</B>&rdquo;) or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a &ldquo;<B>Government Official</B>&rdquo;) or to any person under circumstances where such Company Affiliate
knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised,
directly or indirectly, to any Government Official, for the purpose of:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 1in">(i) (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government
Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D)
inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 1in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the
Company or its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(p)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Sarbanes-Oxley Act</U>. The Company and each Subsidiary is in compliance with any and all applicable requirements of
the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(q)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transactions With Affiliates</U>. Except as disclosed in the SEC Documents, no current or former employee, partner, director,
officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company,
any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is
presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement
or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring
payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for
ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or
indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or
customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common
stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Notes)), nor does any
such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company
or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director
of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries,
as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit)
to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred
on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives
(including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(r)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Equity Capitalization.</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Definitions</U>:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(A) &ldquo;<B>Common
Stock</B>&rdquo; means (x)&nbsp;the Company&rsquo;s shares of common stock, $0.001 par value per share, and (y) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(B)
&ldquo;<B>Preferred Stock</B>&rdquo; means (x) the Company&rsquo;s blank check preferred stock, $0.001 par value per share,
the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any
capital stock into which such preferred stock shall have been changed or any share capital resulting from a reclassification
of such preferred stock (other than a conversion of such preferred stock into Common Stock in accordance with the terms of
such certificate of designations).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Authorized and Outstanding Capital Stock</U>. As of the date hereof, the authorized capital stock of the Company consists
of (A) 500,000,000 shares of Common Stock, of which, 47,269,804 are issued and outstanding and 79,764,691 shares are reserved for
issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable
for, or convertible into, shares of Common Stock and (B) 10,000,000 shares of Preferred Stock, 148,758.53 of which are issued and
outstanding. No shares of Common Stock are held in the treasury of the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii) <U>Valid
Issuance; Available Shares; Affiliates</U>. All of such outstanding shares are duly authorized and have been, or upon
issuance will be, validly issued and are fully paid and nonassessable. <U>Schedule 3(r)(iii)</U> sets forth the number of
shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than
the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are &ldquo;affiliates&rdquo; (as
defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at
least 10% of the Company&rsquo;s issued and outstanding Common Stock are &ldquo;affiliates&rdquo; without conceding that any
such Persons are &ldquo;affiliates&rdquo; for purposes of federal securities laws) of the Company or any of its Subsidiaries.
Except as disclosed on SEC Documents on <U>Schedule 3(r)(iii)</U>, to the Company&rsquo;s knowledge, no Person owns 10% or
more of the Company&rsquo;s issued and outstanding shares of Common Stock (calculated based on the assumption that all
Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully
exercised&nbsp;or converted (as the case may be) taking account of any limitations on exercise or conversion (including
&ldquo;blockers&rdquo;) contained therein without conceding that such identified Person is a 10% stockholder for purposes of
federal securities laws).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv) <U>Existing
Securities; Obligations</U>. Except as disclosed in the SEC Documents on <U>Schedule 3(r)(iv)</U>: (A) none of the
Company&rsquo;s or any Subsidiary&rsquo;s shares, interests or capital stock is subject to preemptive rights or any other
similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or
rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of
its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any
of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities or
instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no
contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound
to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor
any Subsidiary has any stock appreciation rights or &ldquo;phantom stock&rdquo; plans or agreements or any similar plan or
agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Organizational Documents</U>. The Company has furnished to the Buyers true, correct and complete copies of the Company&rsquo;s
Articles of Incorporation, as amended and as in effect on the date hereof (the &ldquo;<B>Articles of Incorporation</B>&rdquo;),
and the Company&rsquo;s bylaws, as amended and as in effect on the date hereof (the &ldquo;<B>Bylaws</B>&rdquo;), and the terms
of all Convertible Securities and the material rights of the holders thereof in respect thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(s)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Indebtedness and Other Contracts</U>. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on <U>Schedule
3(s)</U>, has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments
evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may
become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the
other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect,
(iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries;
(iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except
where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is
a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the
Company&rsquo;s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents,
other than those incurred in the ordinary course of the Company&rsquo;s or its Subsidiaries&rsquo; respective businesses and which,
individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) &ldquo;<B>Indebtedness</B>&rdquo;
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (including, without limitation, &ldquo;capital leases&rdquo; in accordance
with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness
(even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession
or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP,
consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses
(A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even
though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and
(H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through
(G) above; and (y) &ldquo;<B>Contingent Obligation</B>&rdquo; means, as to any Person, any direct or indirect liability, contingent
or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary
purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee
of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with,
or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(t)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Litigation</U>. There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal
Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of
the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company&rsquo;s
or its Subsidiaries&rsquo; officers or directors , whether of a civil or criminal nature or otherwise, in their capacities as such,
except as set forth in <U>Schedule 3(t)</U>. No director, officer or employee of the Company or any of its subsidiaries has willfully
violated 18 U.S.C. &sect;1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing,
there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving
the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The
SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the Company is not aware of any fact which might
result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company
nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental
Entity.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(u)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Insurance</U>. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Employee Relations</U>. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement
or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good.
No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of
its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary
or otherwise terminate such officer&rsquo;s employment with the Company or any such Subsidiary. No executive officer or other key
employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or
agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the
case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor,
employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(w)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Title</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i) <U>Real
Property</U>. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property,
facilities or other interests in real property owned or held by the Company or any of its Subsidiaries (the &ldquo;<B>Real
Property</B>&rdquo;) owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of
all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or
limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use
restrictions that do not impair the present or anticipated use of the property subject thereto. Any Real Property held under
lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Fixtures and Equipment</U>. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold
interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that
are used by the Company or its Subsidiary in connection with the conduct of its business (the &ldquo;<B>Fixtures and Equipment</B>&rdquo;).
The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which
they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient
for the conduct of the Company&rsquo;s and/or its Subsidiaries&rsquo; businesses (as applicable) in the manner as conducted prior
to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except
for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present
or anticipated use of the property subject thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Intellectual Property Rights</U>. The Company and its Subsidiaries own or possess adequate rights or licenses to use
all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property
rights and all applications and registrations therefor (&ldquo;<B>Intellectual Property Rights</B>&rdquo;) necessary to conduct
their respective businesses as now conducted and presently proposed to be conducted. Each of patents owned by the Company or any
of its Subsidiaries is listed on <U>Schedule 3(x)(i)</U>. Except as set forth in <U>Schedule 3(x)(ii)</U>, none of the Company's
Intellectual Property Rights have expired or terminated or have been abandoned or are expected to expire or terminate or are expected
to be abandoned, within three years from the date of this Agreement. The Company does not have any knowledge of any infringement
by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made
or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its
Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries is aware of any facts
or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and
its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual
Property Rights</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(y)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Environmental Laws</U>(i). (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental
Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license
or approval where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect. The term &ldquo;<B>Environmental Laws</B>&rdquo; means all federal,
state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, &ldquo;<B>Hazardous Materials</B>&rdquo;) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Hazardous Materials</U>:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 72.8pt; text-align: justify; text-indent: 71.2pt">(A)
have been disposed of or otherwise released from any Interest of the Company or any of its Subsidiaries in violation of any
Environmental Laws; or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 72.8pt; text-align: justify; text-indent: 71.2pt">(B)
are present on, over, beneath, in or upon an Interest or any portion thereof in quantities that would constitute a violation
of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Property or Interest has occurred
that violates any Environmental Laws, which violation would have a material adverse effect on the business of the Company or
any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)
Neither the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled,
disposed of or otherwise located on any Interest any Hazardous Materials, including, without limitation, such substances as
asbestos and polychlorinated biphenyls.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv)
None of the Interests are on any federal or state &ldquo;Superfund&rdquo; list or Liability Information System
(&ldquo;<B>CERCLIS</B>&rdquo;) list or any state environmental agency list of sites under consideration for CERCLIS, nor
subject to any environmental related Liens.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(z)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Subsidiary Rights</U>. The Company or one of its Subsidiaries 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 the
Company or such Subsidiary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(aa) <U>Tax
Status</U>. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and
all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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, except those being contested in good faith and (iii) has set aside on its books provision
reasonably adequate for the payment of all 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 and its Subsidiaries know of no basis for any such claim. The Company is not
operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the Code. The
net operating loss carryforwards (&ldquo;<B>NOLs</B>&rdquo;) for United States federal income tax purposes of the
consolidated group of which the Company is the common parent, if any, shall not be adversely effected by the transactions
contemplated hereby. The transactions contemplated hereby do not constitute an &ldquo;ownership change&rdquo; within the
meaning of Section 382 of the Code, thereby preserving the Company&rsquo;s ability to utilize such NOLs.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(bb)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Internal Accounting and Disclosure Controls</U>. Except as disclosed on Schedule 3(bb), the Company and each of its Subsidiaries
maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles, including that (i) transactions are executed in
accordance with management&rsquo;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 and liability accountability, (iii) access to assets or incurrence
of liabilities is permitted only in accordance with management&rsquo;s general or specific authorization and (iv) the recorded
accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate
action is taken with respect to any difference. Except as disclosed on <U>Schedule 3(bb)</U>, the Company maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized
and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is accumulated and communicated to the Company&rsquo;s management, including its principal executive officer
or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure.
Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity
or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over
financial reporting of the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(cc) <U>Off
Balance Sheet Arrangements</U>. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its
1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(dd)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Investment Company Status</U>. The Company is not, and upon consummation of the sale of the Securities will not be, an
&ldquo;investment company,&rdquo; an affiliate of an &ldquo;investment company,&rdquo; a company controlled by an &ldquo;investment
company&rdquo; or an &ldquo;affiliated person&rdquo; of, or &ldquo;promoter&rdquo; or &ldquo;principal underwriter&rdquo; for,
an &ldquo;investment company&rdquo; as such terms are defined in the Investment Company Act of 1940, as amended.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ee)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Acknowledgement Regarding Buyers&rsquo; Trading Activity</U>. It is understood and acknowledged by the Company that (i)
following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof,
none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company
or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing
or selling, long and/or short) any securities of the Company, or &ldquo;derivative&rdquo; securities based on securities issued
by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in &ldquo;derivative&rdquo;
transactions to which any such Buyer is a party, directly or indirectly, presently may have a &ldquo;short&rdquo; position in the
Common Stock which was established prior to such Buyer&rsquo;s knowledge of the transactions contemplated by the Transaction Documents;
and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm&rsquo;s length counterparty in any
&ldquo;derivative&rdquo; transaction. The Company further understands and acknowledges that following the public disclosure of
the transactions contemplated by the Transaction Documents pursuant to the 8-K filing (as defined below) one or more Buyers may
engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value and/or number of the Warrant Shares or Conversion Shares, as applicable,
deliverable with respect to the Securities are being determined and such hedging and/or trading activities, if any, can reduce
the value of the existing stockholders&rsquo; equity interest in the Company both at and after the time the hedging and/or trading
activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute
a breach of this Agreement, the Notes, the Warrants or any other Transaction Document or any of the documents executed in connection
herewith or therewith.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ff) <U>Manipulation
of Price</U>. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on
their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company or any of its Subsidiaries 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
(other than the Placement Agent), (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research
services with respect to any securities of the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(gg)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>U.S. Real Property Holding Corporation</U>. Neither the Company nor any of its Subsidiaries is, or has ever been, and
so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the
meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer&rsquo;s request.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(hh)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Registration Eligibility</U>. The Company is eligible to register the Underlying Securities for resale by the Buyers
using Form S-1 promulgated under the 1933 Act.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transfer Taxes</U>. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which
are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder
will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been
complied with.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(jj)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Bank Holding Company Act</U>. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company
Act of 1956, as amended (the &ldquo;<B>BHCA</B>&rdquo;) and to regulation by the Board of Governors of the Federal Reserve System
(the &ldquo;<B>Federal Reserve</B>&rdquo;). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%)
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. Neither
the Company nor any of its Subsidiaries or affiliates exercises 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.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(kk)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reserved.</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ll)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Illegal or Unauthorized Payments; Political Contributions</U>. Neither the Company nor any of its Subsidiaries nor, to
the best of the Company&rsquo;s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise
with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized
any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a
kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any
of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(mm)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Money Laundering</U>. The Company and its Subsidiaries are in compliance with, and have not previously violated, the
USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without
limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets
Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, &ldquo;Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism&rdquo; (66 Fed. Reg. 49079 (2001));
and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(nn)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Management</U>. Except as set forth in <U>Schedule 3(nn)</U> hereto, during the past five year period, to the knowledge
of the Company with respect to former officers and directors, no current or former officer or director or, to the knowledge of
the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has been the subject
of:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i) a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal
agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two
years before the filing of such petition or such appointment, or any corporation or business association of which such person
was an executive officer at or within two years before the time of the filing of such petition or such appointment;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations
that do not relate to driving while intoxicated or driving under the influence);</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 1in">(1)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 1in">(2)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Engaging in any particular type of business practice; or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 1in">(3)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of securities laws or commodities laws;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv) any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise
limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub
paragraph, or to be associated with persons engaged in any such activity;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v) a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any
securities law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has
not been subsequently reversed, suspended or vacated; or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(vi) a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed,
suspended or vacated.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(oo)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Stock Option Plans</U>(b). Each stock option granted by the Company was granted (i) in accordance with the terms of the
applicable stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common
Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company's stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or
practice of the Company 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.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(pp)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Disagreements with Accountants and Lawyers</U>(c). There are no material disagreements of any kind presently existing,
or reasonably anticipated by the Company 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. In addition, on or prior to the date hereof,
the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions,
the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(qq)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Disqualification Events</U>(d). With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b)
under the 1933 Act (&ldquo;<B>Regulation D Securities</B>&rdquo;), none of the Company, any of its predecessors, any affiliated
issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial
owner of 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 1933 Act) connected with the Company in any capacity at the time of sale (each,
an &ldquo;<B>Issuer Covered Person</B>&rdquo; and, together, &ldquo;<B>Issuer Covered Persons</B>&rdquo;) is subject to any of
the &ldquo;Bad Actor&rdquo; disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a &ldquo;<B>Disqualification
Event</B>&rdquo;), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). 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), and has furnished to the Buyers a copy of any disclosures provided
thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(rr) <U>Other
Covered Persons</U>(e). The Company is not aware of any Person that has been or will be paid (directly or indirectly)
remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D
Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ss) <U>No
Additional Agreements</U>. The Company does not have any agreement or understanding with any Buyer with respect to the
transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(tt)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Public Utility Holding Act</U>. None of the Company nor any of its Subsidiaries is a &ldquo;holding company,&rdquo; or
an &ldquo;affiliate&rdquo; of a &ldquo;holding company,&rdquo; as such terms are defined in the Public Utility Holding Act of 2005.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(uu)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Federal Power Act</U>. None of the Company nor any of its Subsidiaries is subject to regulation as a &ldquo;public utility&rdquo;
under the Federal Power Act, as amended.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(vv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Ranking of Notes</U>. Except as disclosed on <U>Schedule 3(vv), </U>no Indebtedness of the Company, at the Closing, will
be senior to, or <I>pari passu</I> with, the Notes in right of payment, whether with respect to payment or redemptions, interest,
damages, upon liquidation or dissolution or otherwise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ww) <U>Disclosure</U>.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their
agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public
information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by
this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on
the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers
regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the
schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does
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 the light of the circumstances under which they were made, not misleading. All of the written
information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant
to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in
all material respects as of the date on which such information is so provided and will 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 the light of the
circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries
during the twelve (12) months preceding the date of this Agreement did not at the time of release 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 the light of the circumstances under which they are made, not misleading. No event or circumstance has
occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business,
properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which,
under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the
Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or
on behalf of the Company or any of its Subsidiaries and made available to you have been prepared in good faith based upon
reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer,
the Company&rsquo;s best estimate of future financial performance (it being recognized that such financial projections or
forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such
financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees
that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section&nbsp;2.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">4.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>COVENANTS.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Best Efforts</U>. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions
to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each
of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Form D and Blue Sky</U>. The Company shall file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take
such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities
for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or &ldquo;Blue Sky&rdquo; laws of
the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action
so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement,
the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable
securities laws (including, without limitation, all applicable federal securities laws and all applicable &ldquo;Blue Sky&rdquo;
laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and
the like relating to the offering and sale of the Securities to the Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reporting Status</U>. Until the date on which the Buyers shall have sold all of the Underlying Securities (the &ldquo;<B>Reporting
Period</B>&rdquo;), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the
Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules
and regulations thereunder would no longer require or otherwise permit such termination. From the time Form S-3 is available to
the Company for the registration of the Underlying Securities, the Company shall take all actions necessary to maintain its eligibility
to register the Underlying Securities for resale by the Buyers on Form S-3.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Use of Proceeds</U>. The Company will use the proceeds from the sale of the Securities solely for the purposes set forth
on <U>Schedule 4(d)(i)</U> and (A) will not, directly or indirectly use the proceeds for the satisfaction of any indebtedness of
the Company or any of its Subsidiaries, (B) the redemption or repurchase of any securities of the Company or any of its Subsidiaries,
or (C) the settlement of any outstanding litigation.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Financial Information</U>. The Company agrees to send the following to each holder of Notes and/or Warrants (each, an
&ldquo;<B>Investor</B>&rdquo;) during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of
its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income
statements, stockholders&rsquo; equity statements and/or cash flow statements for any period other than annual, any Current Reports
on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless
the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service
(such as PR Newswire), on the same day as the release thereof, facsimile copies of all press releases issued by the Company or
any of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information
made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof
to the stockholders.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Listing</U>. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of
the Underlying Securities upon each national securities exchange and automated quotation system, if any, upon which the Common
Stock is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain
such listing or designation for quotation (as the case may be) of all Underlying Securities from time to time issuable under the
terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain
the Common Stock&rsquo;s listing or authorization for quotation (as the case may be) on the Principal Market, The New York Stock
Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an &ldquo;<B>Eligible
Market</B>&rdquo;). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to
result in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in
connection with satisfying its obligations under this Section 4(f). &ldquo;Underlying Securities&rdquo; means the (i) the Conversion
Shares, (ii) the Warrant Shares and (iii) any capital stock of the Company issued or issuable with respect to the Conversion Shares,
the Warrant Shares, or the Warrants, respectively, including, without limitation, (1) as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of
Common Stock are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which
the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes
or exercise of the Warrants.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Fees</U>. The Company shall be responsible for the payment of any placement agent&rsquo;s fees, financial advisory fees,
transfer agent fees, DTC (as defined below) fees or broker&rsquo;s commissions (other than for Persons engaged by any Buyer) relating
to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability,
loss or expense (including, without limitation, reasonable attorneys&rsquo; fees and out-of-pocket expenses) arising in connection
with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement
shall bear its own expenses in connection with the sale of the Securities to the Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Pledge of Securities</U>. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges
and agrees that the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment
of the Securities hereunder, and no Investor effecting a pledge of Securities shall be required to provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including,
without limitation, Section 2(g) hereof; <U>provided</U> that an Investor and its pledgee shall be required to comply with the
provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company
hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with
a pledge of the Securities to such pledgee by a Buyer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Disclosure of Transactions and Other Material Information</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i) <U>Disclosure
of Transaction</U>. On or before 9:30 a.m., New York time, on the first (1<SUP>st</SUP>) Business Day after the date of this
Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions
contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction
Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes and the
form of the Warrants) (including all attachments, the &ldquo;<B>8-K Filing</B>&rdquo;). From and after the filing of the 8-K
Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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 filing of the 8-K Filing, 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, affiliates, employees or agents,
on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Limitations on Disclosure</U>. Except to the extent that a Buyer is a director or controlled by a director of the Company,
it shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees
and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries
from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such
Buyer&rsquo;s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section&nbsp;4(q)
of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its
Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good
faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall
have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or
such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any
of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its
Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such
disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent,
the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not
to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries
nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby;
provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public
disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith
and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted
by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written
consent of the applicable Buyer (which may be granted or withheld in such Buyer&rsquo;s sole discretion), the Company shall not
(and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release
or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would
otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular
Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it
being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect
to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii) <U>Other
Confidential Information. Disclosure Failures; Disclosure Delay Payments</U>. In addition to other remedies set forth in
this Section 4(i), and without limiting anything set forth in any other Transaction Document, at any time after the Closing
Date if the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents, provides
any Buyer (unless the Buyer is a director or controlled by a director of the Company) with material non-public information
relating to the Company or any of its Subsidiaries (each, the &ldquo;<B>Confidential Information</B>&rdquo;), the Company
shall, on or prior to the applicable Required Disclosure Date (as defined below), publicly disclose such Confidential
Information on a Current Report on Form 8-K or otherwise (each, a &ldquo;<B>Disclosure</B>&rdquo;). From and after such
Disclosure, the Company shall have disclosed all Confidential Information provided to such Buyer 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 such Disclosure, 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, affiliates, employees or agents, on the one hand, and
any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event that the Company fails to
effect such Disclosure on or prior to the Required Disclosure Date and such Buyer shall have possessed Confidential
Information for at least ten (10) consecutive Trading Days (each, a &ldquo;<B>Disclosure Failure</B>&rdquo;), then, as
partial relief for the damages to such Buyer by reason of any such delay in, or reduction of, its ability to buy or
sell shares of Common Stock after such Required Disclosure Date (which remedy shall not be exclusive of any other remedies
available at law or in equity), the Company shall pay to such Buyer an amount in cash equal to the greater of (I) two percent
(2%) of the aggregate Purchase Price and (II) the applicable Disclosure Restitution Amount, on each of the following dates
(each, a &ldquo;<B>Disclosure Delay Payment Date</B>&rdquo;): (i) on the date of such Disclosure Failure and (ii) on every
thirty (30) day anniversary such Disclosure Failure until the earlier of (x) the date such Disclosure Failure is cured and
(y) such time as all such non-public information provided to such Buyer shall cease to be Confidential Information (as
evidenced by a certificate, duly executed by an authorized officer of the Company to the foregoing effect) (such earlier
date, as applicable, a &ldquo;<B>Disclosure Cure Date</B>&rdquo;). Following the initial Disclosure Delay Payment for any
particular Disclosure Failure, without limiting the foregoing, if a Disclosure Cure Date occurs prior to any thirty (30) day
anniversary of such Disclosure Failure, then such Disclosure Delay Payment (prorated for such partial month) shall be made on
the third (3rd) Business Day after such Disclosure Cure Date. The payments to which an Investor shall be entitled pursuant to
this Section 4(l)(iii) are referred to herein as &ldquo;<B>Disclosure Delay Payments.</B>&rdquo; In the event the Company
fails to make Disclosure Delay Payments in a timely manner in accordance with the foregoing, such Disclosure Delay Payments
shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>For the purpose of this Agreement the following definitions shall apply:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(1)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Disclosure Failure Market Price</B>&rdquo; means, as of any Disclosure Delay Payment Date, the price computed
as the quotient of (I) the sum of the five (5) highest VWAPs (as defined in the Warrants) of the Common Stock during the applicable
Disclosure Restitution Period (as defined below), divided by (II) five (5) (such period, the <B>&ldquo;Disclosure Failure Measuring
Period</B>&rdquo;). All such determinations to be appropriately adjusted for any share dividend, share split, share combination,
reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Disclosure Failure
Measuring Period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(2)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Disclosure Restitution Amount</B>&rdquo; means, as of any Disclosure Delay Payment Date, the product of (x) difference
of (I) the Disclosure Failure Market Price less (II) the lowest purchase price, per share of Common Stock, of any Common Stock
issued or issuable to such Buyer pursuant to this Agreement or any other Transaction Documents, multiplied by (y) 10% of the aggregate
daily dollar trading volume (as reported on Bloomberg (as defined in the Warrants)) of the Common Stock on the Principal Market
for each Trading Day (as defined in the Warrants) either (1) with respect to the initial Disclosure Delay Payment Date, during
the period commencing on the applicable Required Disclosure Date through and including the Trading Day immediately prior to the
initial Disclosure Delay Payment Date or (2) with respect to each other Disclosure Delay Payment Date, during the period commencing
the immediately preceding Disclosure Delay Payment Date through and including the Trading Day immediately prior to such applicable
Disclosure Delay Payment Date (such applicable period, the &ldquo;<B>Disclosure Restitution Period</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(3)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Required Disclosure Date</B>&rdquo; means (x) if such Buyer authorized the delivery of such Confidential Information,
either (I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure
of such Confidential Information, such agreed upon date or (II) otherwise, the seventh (7<SUP>th</SUP>) calendar day after the
date such Buyer first received any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential
Information, the first (1<SUP>st</SUP>) Business Day after such Buyer&rsquo;s receipt of such Confidential Information.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Public Information</U>. At any time during the period commencing from the six (6) month anniversary of the Closing Date
and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities,
may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1),
if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the
failure to satisfy the current public information requirement under Rule 144(c) or (ii) if the Company becomes an issuer described
in Rule 144(i)(1)(i), and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a &ldquo;<B>Current Public
Information Failure</B>&rdquo;) then, as partial relief for the damages to any holder of Securities by reason of any such delay
in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law
or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate Purchase
Price of such holder's Securities on the day of a Current Public Information Failure and on every thirtieth day (pro rated for
periods totaling less than thirty days) thereafter until the earlier of (i) the date such Current Public Information Failure is
cured and (ii) such time that such Current Public Information Failure no longer prevents a holder of Securities from selling such
Securities pursuant to Rule 144 without any restrictions or limitations. The payments to which a holder shall be entitled pursuant
to this Section 4(j) are referred to herein as &ldquo;<B>Current Public Information Failure Payments</B>&rdquo;. Current Public
Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Current Public
Information Failure Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Current
Public Information Failure Payments is cured. In the event the Company fails to make Current Public Information Failure Payments
in a timely manner, such Current Public Information Failure Payments shall bear interest at the rate of 2% per month (prorated
for partial months) until paid in full.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><U>(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Additional Registration Statements.</U>(l) Until the Applicable Date (as defined below) and at any time thereafter any Current
Public Information Failure exists, the Company shall not file a registration statement or an offering statement under the 1933
Act relating to securities that are not the Underlying Securities (other than a registration statement on Form S-8, a Note Redemption
Offering (as defined below), resale registration statements required by registration rights granted to existing holders of securities
of the Company (as in effect as of the date hereof) or such supplements or amendments to registration statements that are outstanding
and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements
effective and available and not with respect to any Subsequent Placement)). &ldquo;<B>Applicable Date</B>&rdquo; means the first
date on which all of the Underlying Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public
Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information
Failure).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(m)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Additional Issuance of Securities</U>. So long as any Buyer beneficially owns any Notes, the Company will not, without
the prior written consent of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and the Company
shall not issue any other securities that would cause a breach or default under the Notes or the Warrants. The Company agrees that
for the period commencing on the date hereof and ending on the date immediately following the 90<SUP>th</SUP> Trading Day after
the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension
thereof contemplated by this proviso on which any Current Public Information Failure exists) (the &ldquo;<B>Restricted Period</B>&rdquo;),
neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase,
or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of)
any equity security or any equity-linked or related security (including, without limitation, any &ldquo;equity security&rdquo;
(as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt,
any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring
during the Restricted Period or at any time thereafter) is referred to as a &ldquo;<B>Subsequent Placement</B>&rdquo;). Notwithstanding
the foregoing, this Section 4(m) shall not apply in respect of the issuance of (i) shares of Common Stock or standard options to
purchase Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock
Plan (as defined below), provided that (1) all such issuances (taking into account the shares of Common Stock issuable upon exercise
of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common
Stock issued and outstanding immediately prior to the date hereof and (2) the exercise price of any such options is not lowered,
none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any
such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock
issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion,
exercise or other method of issuance (as the case may be) of any such Convertible Security is made solely pursuant to the conversion,
exercise or other method of issuance (as the case may be) provisions of such Convertible Security that were in effect on the date
immediately prior to the date of this Agreement, the conversion, exercise or issuance price of any such Convertible Securities
(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i)
above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder
and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely
affects any of the Buyers; (iii) the Conversion Shares, (iv) the Warrant Shares, (v) at any time the Notes remain outstanding,
(A) a registered offering of Common Stock and/or Options (as defined in the Warrant) in which all or a portion of the net proceeds
will be used to redeem the Notes in full in accordance with the terms of the Notes then in effect (a &ldquo;<B>Note Redemption
Offering</B>&rdquo;) or (B) a private offering of securities in which all or, solely if after such offering no Notes remain outstanding,
a portion of the net proceeds, as applicable, will be used to redeem the Notes in full in accordance with the terms of the Notes
then in effect and (vi) in connection with any strategic acquisition or transaction whether through an acquisition of stock or
a merger of any business, assets or technologies the primary purpose of which is not to raise equity capital (each of the foregoing
in clauses (i) through (vi), collectively the &ldquo;<B>Excluded Securities</B>&rdquo;). &ldquo;<B>Approved Stock Plan</B>&rdquo;
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee,
officer or director for services provided to the Company in their capacity as such. &ldquo;<B>Convertible Securities</B>&rdquo;
means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances
directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reservation of Shares</U>. So long as any of the Notes or Warrants remain outstanding, the Company shall take all action
necessary to at all times have authorized, and reserved for the purpose of issuance, 50,000,000 Conversion Shares and Warrant Shares
in addition to Securities previously reserved (without regard to any limitations on the exercise of the Warrants set forth therein)
(collectively, the &ldquo;<B>Required Reserve Amount</B>&rdquo;); provided that at no time shall the number of shares of Common
Stock reserved pursuant to this Section 4(n) be reduced other than (i) proportionally in connection with any conversion, exercise
and/or redemption, as applicable of Notes and Warrants and (ii) upon conversion of any Note or exercise of any Warrants, the number
of reserved shares shall be reduced by five times the number of Conversion Shares issued or one times the number of Warrant Shares
issued. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the
Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number
of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the
Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain
stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor
of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the
Required Reserve Amount.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Conduct of Business</U>. The business of the Company and its Subsidiaries shall not be conducted in violation of any
law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result,
either individually or in the aggregate, in a Material Adverse Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(p)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Other Notes; Variable Securities</U>. . So long as any Notes remain outstanding, the Company and each Subsidiary shall
be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction.
&ldquo;<B>Variable Rate Transaction</B>&rdquo; means a transaction in which the Company or any Subsidiary (i) issues or sells any
Convertible Securities either (A) at a conversion, exercise 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 Convertible 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 Convertible Securities or 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, other than pursuant to a customary &ldquo;weighted average&rdquo; anti-dilution
provision or (ii) enters into any agreement (including, without limitation, an equity line of credit or an &ldquo;at-the-market&rdquo;
offering) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary
&ldquo;preemptive&rdquo; or &ldquo;participation&rdquo; rights). Each Buyer shall be entitled to obtain injunctive relief against
the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(q)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Participation Right</U>. At any time during the period commencing on March 13, 2018 through and including September 13,
2019, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the
Company shall have first complied with this Section&nbsp;4(q). The Company acknowledges and agrees that the right set forth in
this Section&nbsp;4(q) is a right granted by the Company, separately, to each Buyer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>At least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each
Buyer a written notice (each such notice, a &ldquo;<B>Pre-Notice</B>&rdquo;), which Pre-Notice shall not contain any information
(including, without limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below)
constitutes or contains material, non-public information, a statement asking whether the Investor is willing to accept material
non-public information or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x)
a statement that the Company proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause
(x) above does not constitute material, non-public information and (z) a statement informing such Buyer that it is entitled to
receive an Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written
request of a Buyer within three (3) Trading Days after the Company&rsquo;s delivery to such Buyer of such Pre-Notice, and only
upon a written request by such Buyer, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
to such Buyer an irrevocable written notice (the &ldquo;<B>Offer Notice</B>&rdquo;) of any proposed or intended issuance or sale
or exchange (the &ldquo;<B>Offer</B>&rdquo;) of the securities being offered (the &ldquo;<B>Offered Securities</B>&rdquo;) in a
Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price and other
terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold
or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued, sold
or exchanged and (D) offer to issue and sell to or exchange with such Buyer in accordance with the terms of the Offer such Buyer&rsquo;s
pro rata portion of 55% of the Offered Securities, provided that the number of Offered Securities which such Buyer shall have the
right to subscribe for under this Section 4(q) shall be (x) based on such Buyer&rsquo;s pro rata portion of the aggregate original
principal amount of the Notes purchased hereunder by all Buyers (the &ldquo;<B>Basic Amount</B>&rdquo;), and (y) with respect to
each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic
Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than
their Basic Amounts (the &ldquo;<B>Undersubscription Amount</B>&rdquo;), which process shall be repeated until each Buyer shall
have an opportunity to subscribe for any remaining Undersubscription Amount.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the
fifth (5<SUP>th</SUP>) Business Day after such Buyer&rsquo;s receipt of the Offer Notice (the &ldquo;<B>Offer Period</B>&rdquo;),
setting forth the portion of such Buyer&rsquo;s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect
to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case,
the &ldquo;<B>Notice of Acceptance</B>&rdquo;). If the Basic Amounts subscribed for by all Buyers are less than the total of all
of the Basic Amounts, then each Buyer who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled
to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however,
if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic
Amounts subscribed for (the &ldquo;<B>Available Undersubscription Amount</B>&rdquo;), each Buyer who has subscribed for any Undersubscription
Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer
bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company
to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms
and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice
and the Offer Period shall expire on the fifth (5<SUP>th</SUP>) Business Day after such Buyer&rsquo;s receipt of such new Offer
Notice.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)
The Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or
exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the
&ldquo;<B>Refused Securities</B>&rdquo;) pursuant to a definitive agreement(s) (the &ldquo;<B>Subsequent Placement
Agreement</B>&rdquo;), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms
and conditions (including, without limitation, unit prices and interest rates) that are not more favorable to the acquiring
Person or Persons or less favorable to the Company than those set forth in the Offer Notice and (B) to publicly announce (x)
the execution of such Subsequent Placement Agreement, and (y) either (I) the consummation of the transactions contemplated by
such Subsequent Placement Agreement or (II) the termination of such Subsequent Placement Agreement, which shall be filed with
the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed
as exhibits thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv) In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on
the terms specified in Section&nbsp;4(q)(iii) above), then each Buyer may, at its sole option and in its sole discretion,
withdraw its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of
Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer elected to
purchase pursuant to Section&nbsp;4(q)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or
amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be
issued or sold to Buyers pursuant to this Section&nbsp;4(q) prior to such reduction) and (ii) the denominator of which shall
be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of
Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced
number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in
accordance with Section 4(q)(i) above.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire
from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice
of Acceptance, as reduced pursuant to Section 4(q)(iv) above if such Buyer has so elected, upon the terms and conditions specified
in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery
by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form
and substance to such Buyer and its counsel.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(vi)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section&nbsp;4(q) may not be issued,
sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(vii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company and each Buyer agree that if any Buyer elects to participate in the Offer, neither the Subsequent Placement
Agreement with respect to such Offer nor any other transaction documents related thereto (collectively, the &ldquo;<B>Subsequent
Placement Documents</B>&rdquo;) shall include any term or provision whereby such Buyer shall be required to agree to any restrictions
on trading as to any securities of the Company or be required to consent to any amendment to or termination of, or grant any waiver,
release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received
from the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(viii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Notwithstanding anything to the contrary in this Section 4(q) and unless otherwise agreed to by such Buyer, the Company
shall either confirm in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned
or shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer
will not be in possession of any material, non-public information, by the fifth (5<SUP>th</SUP>) Business Day following delivery
of the Offer Notice. If by such fifth (5<SUP>th</SUP>) Business Day, no public disclosure regarding a transaction with respect
to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by such
Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be in possession of any material, non-public
information with respect to the Company or any of its Subsidiaries. Should the Company decide to pursue such transaction with respect
to the Offered Securities, the Company shall provide such Buyer with another Offer Notice and such Buyer will again have the right
of participation set forth in this Section 4(q). The Company shall not be permitted to deliver more than one such Offer Notice
to such Buyer in any sixty (60) day period, except as expressly contemplated by the last sentence of Section 4(q)(ii).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ix) The
restrictions contained in this Section 4(q) shall not apply in connection with the issuance of any Excluded Securities. The
Company shall not circumvent the provisions of this Section 4(q) by providing terms or conditions to one Buyer that are not
provided to all.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(r)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Dilutive Issuances</U>. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner,
enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company
to be required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number
of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching
the Company&rsquo;s obligations under the rules or regulations of the Principal Market.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(s)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Passive Foreign Investment Company</U>. The Company shall conduct its business, and shall cause its Subsidiaries to conduct
their respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign
investment company within the meaning of Section 1297 of the Code.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(t) <U>Restriction
on Redemption and Cash Dividends</U>. So long as any Notes are outstanding, the Company shall not, directly or indirectly,
redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express
written consent of the Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(u)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Corporate Existence</U>. So long as any Buyer beneficially owns any Notes or Warrants, the Company shall not be party
to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions governing
Fundamental Transactions set forth in the Notes and the Warrants.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Stock Splits</U>. Until the Notes and all notes issued pursuant to the terms thereof are no longer outstanding, the Company
shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosure
with respect to any of the foregoing) without the prior written consent of the Required Holders (as defined below).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(w) <U>Conversion
and Exercise Procedures</U>. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and
the form of Conversion Notice (as defined in the Notes) included in the Notes set forth the totality of the procedures
required of the Buyers in order to exercise the Warrants or convert the Notes. Except as provided in Section 5(d), no
additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or
convert their Notes. The Company shall honor exercises of the Warrants and conversions of the Notes and shall deliver the
Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Notes and
Warrants.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Regulation M</U>. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with
the distribution of the Securities contemplated hereby.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(y)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>General Solicitation</U>(f). None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act)
or any person acting on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by
means of any form of general solicitation or general advertising within the meaning of Regulation&nbsp;D, including: (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio;
and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(z)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Integration</U>(g). None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any
person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate
in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which
would require the registration of the Securities under the 1933 Act or require stockholder approval under the rules and regulations
of the Principal Market and the Company will take all action that is appropriate or necessary to assure that its offerings of other
securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance
of Securities contemplated hereby.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(aa)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Notice of Disqualification Events</U>(a). The Company will notify the Buyers in writing, prior to the 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.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(bb)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Closing Documents</U>. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver,
or cause to be delivered, to each Buyer a complete closing set of the executed Transaction Documents, Securities and any other
document required to be delivered to any party pursuant to Section&nbsp;7 hereof or otherwise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(cc)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Cavalry Fund I LP Consent</U>. The parties hereto acknowledge and agree that the lender who advanced $80,000 to the Company
will not be issued any Securities under this Agreement or the other Transaction Documents without the express prior written consent
of Cavalry Fund I LP and the Required Holders.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">5.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Register</U>. The Company shall maintain at its principal executive offices (or such other office or agency of the Company
as it may designate by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall
record the name and address of the Person in whose name the Notes and the Warrants have been issued (including the name and address
of each transferee), the principal amount of the Notes held by such Person, the number of Conversion Shares issuable pursuant to
the terms of the Notes and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company
shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transfer Agent Instructions</U>. The Company shall issue irrevocable instructions to its transfer agent and any subsequent
transfer agent (as applicable, the &ldquo;<B>Transfer Agent</B>&rdquo;) in a form acceptable to each of the Buyers (the &ldquo;<B>Irrevocable
Transfer Agent Instructions</B>&rdquo;) to issue certificates or credit shares to the applicable balance accounts at The Depository
Trust Company (&ldquo;<B>DTC</B>&rdquo;), registered in the name of each Buyer or its respective nominee(s), for the Conversion
Shares and the Warrant Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion of the
Notes or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section&nbsp;5(b), and stop transfer instructions to give effect
to Section 2(g) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities
shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement
and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section
2(g), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or
credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect
such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Conversion Shares or Warrant Shares
sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent
shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance
with Section&nbsp;5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section&nbsp;5(b)
will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section&nbsp;5(b),
that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach
and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security
being required. The Company shall cause its counsel to issue any legal opinion required by the Company or its transfer agent to
effect any resale of Securities by any Investor in compliance with Rule 144. Any fees (with respect to the transfer agent, counsel
to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities
shall be borne by the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Legends</U>. Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion
Shares and the Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state
securities laws, and except as set forth below, the Securities shall bear any legend as required by the &ldquo;blue sky&rdquo;
laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of such stock certificates):</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0.5in 12pt; text-align: justify">[NEITHER THE ISSUANCE AND SALE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE
BEEN][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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Removal of Legends</U>. Certificates evidencing Securities shall not be required to contain the legend set forth in Section&nbsp;5(c)
above or any other legend (i) while a registration statement covering the resale of such applicable Securities is effective under
the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the
Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 (provided that a Buyer provides
the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which
shall not include an opinion of Buyer&rsquo;s counsel), (iv) in connection with a sale, assignment or other transfer (other than
under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable
form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable
requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without
limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to
the foregoing, the Company shall no later than three (3) Trading Days (or such earlier date as required pursuant to the 1934 Act
or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended
certificate representing such Securities to the Company) following the delivery by a Buyer to the Company or the transfer agent
(with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures
guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries
from such Buyer as may be required above in this Section&nbsp;5(d), as directed by such Buyer, either: (A) provided that the Company&rsquo;s
transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Securities are Conversion Shares
or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled to such Buyer&rsquo;s
or its designee&rsquo;s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company&rsquo;s
transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight
courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered
in the name of such Buyer or its designee (the date by which such credit is so required to be made to the balance account of such
Buyer&rsquo;s or such Buyer&rsquo;s designee with DTC or such certificate is required to be delivered to such Buyer pursuant to
the foregoing is referred to herein as the &ldquo;<B>Required Delivery Date</B>&rdquo;, and the date such shares of Common Stock
are actually delivered without restrictive legend to such Buyer or such Buyer&rsquo;s designee with DTC, as applicable, the &ldquo;<B>Share
Delivery Date</B>&rdquo;). The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance
of Securities or the removal of any legends with respect to any Securities in accordance herewith.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Failure to Timely Deliver; Buy-In</U>. If the Company fails to fail, for any reason or for no reason, to issue and deliver
(or cause to be delivered) to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number of Conversion Shares or Warrant
Shares (as the case may be) to which such Buyer is entitled and register such Conversion Shares or Warrant Shares (as the case
may be) on the Company&rsquo;s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, to credit the balance account of such Buyer or such Buyer&rsquo;s designee with DTC for such number of Conversion Shares
or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if a registration
statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such
Buyer pursuant to Section 5(d) above (the &ldquo;<B>Unavailable Shares</B>&rdquo;) is not available for the resale of such Unavailable
Shares and the Company fails to promptly (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable,
electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the
case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer&rsquo;s or its designee&rsquo;s
balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause
(II) is hereinafter referred as a &ldquo;<B>Notice Failure</B>&rdquo; and together with the event described in clause (I) above,
a &ldquo;<B>Delivery Failure</B>&rdquo;), then, in addition to all other remedies available to such Buyer, the Company shall pay
in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product
of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to
which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any
time during the period beginning on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or
Warrant Shares (as the case may be) and ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior
to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on the Company's
share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance
account of such Buyer or such Buyer&rsquo;s designee with DTC for the number of shares of Common Stock to which such Buyer submitted
for legend removal by such Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after
such Trading Day such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock corresponding to all
or any portion of the number of shares of Common Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above
that such Buyer is entitled to receive from the Company (a &ldquo;<B>Buy-In</B>&rdquo;), then the Company shall, within three (3)
Trading Days after such Buyer&rsquo;s request and in such Buyer&rsquo;s discretion, either (i) pay cash to such Buyer in an amount
equal to such Buyer&rsquo;s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any, for
the shares of Common Stock so purchased) (the &ldquo;<B>Buy-In Price</B>&rdquo;), at which point the Company&rsquo;s obligation
to so deliver such certificate or credit such Buyer&rsquo;s balance account shall terminate and such shares shall be cancelled,
or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of
such Buyer or such Buyer&rsquo;s designee with DTC representing such number of shares of Common Stock that would have been so delivered
if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any)
of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that
the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price
(as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by
such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of
such delivery and payment under this clause (ii). Nothing shall limit such Buyer&rsquo;s right to pursue any other remedies available
to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company&rsquo;s failure to timely deliver certificates representing shares of Common Stock (or to electronically
deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary,
with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply to the applicable Buyer the
extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure,
as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>FAST Compliance</U>. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates
in the DTC Fast Automated Securities Transfer Program.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">6.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>CONDITIONS TO THE COMPANY&rsquo;S OBLIGATION TO SELL.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Company&rsquo;s sole benefit and may be waived by the Company at any time in its sole discretion by providing each
Buyer with prior written notice thereof:&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i) Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the
Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer,
the amounts withheld pursuant to Section&nbsp;4(g)) for the Note and the related Warrants being purchased by such Buyer at the
Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when
made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as
of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Buyer at or prior to the Closing Date.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">7.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>CONDITIONS TO EACH BUYER&rsquo;S OBLIGATION TO PURCHASE.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer&rsquo;s sole
benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i) The
Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction
Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) a Note in such
original principal amount as is set forth across from such Buyer&rsquo;s name in column (3) of the Schedule of Buyers, and
(B) a Warrants initially exercisable for such aggregate number of Warrant Shares as is set forth across from such
Buyer&rsquo;s name in column (4) of the Schedule of Buyers, in each case, as being purchased by such Buyer at the Closing
pursuant to this Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>All Buyers as of the Closing Date (including any Buyer executing a joinder to this Agreement) shall be purchasing Notes
and Warrants with at least $60,526 and if Stockbridge Enterprises, LP of $80,000 participates as a Buyer then $144,737 in aggregate
Purchase Price to be paid to the Company hereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable
to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company&rsquo;s transfer agent.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer,
executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent
with Section&nbsp;3(b) as adopted by the Company&rsquo;s and each Subsidiary&rsquo;s board of directors in a form reasonably acceptable
to such Buyer, (ii) the Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii)&nbsp;the
Bylaws of the Company and the bylaws of each Subsidiary, each as in effect at the Closing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Nevada
Secretary of State within ten (10) days of the Closing Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(vi)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects
with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to
the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated
as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the
form acceptable to such Buyer.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(vii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company shall have delivered to such Buyer a letter from the Company&rsquo;s transfer agent certifying the number of
shares of Common Stock outstanding on the Closing Date immediately prior to the Closing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(viii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not
have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall
suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or
the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ix)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for
the sale of the Securities, including without limitation, those required by the Principal Market, if any.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(xi)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have
or result in a Material Adverse Effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(xii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be)
the Conversion Shares and the Warrant Shares.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(xiii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Within two (2) Business Days following the Closing, the Company shall have delivered or caused to be delivered to each Buyer
certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements which name as
debtor the Company or any of its Subsidiaries, in form and substance satisfactory to the Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(xiv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of
the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company with respect to the
portion of the Purchase Price set forth in column (5) of the Schedule of Buyers and, the wire instructions with respect to the
portion of the Purchase Price set forth in column (5) of the Schedule of Buyers related to the Segregated Account (the &ldquo;<B>Flow
of Funds Letter</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(xv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating
to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">8.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>TERMINATION.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In the event that
the Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have
the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business
on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under
this Section&nbsp;8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have
been consummated by such date is the result of such Buyer&rsquo;s breach of this Agreement and (ii) the abandonment of the sale
and purchase of the Notes and the Warrants shall be applicable only to such Buyer providing such written notice, provided further
that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses
described in Section&nbsp;4(g) above. Nothing contained in this Section&nbsp;8 shall be deemed to release any party from any liability
for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the
right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction
Documents.</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0in">9.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>MISCELLANEOUS.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Governing Law; Jurisdiction; Jury Trial</U>. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Company&rsquo;s obligations to such Buyer or to enforce a judgment
or other court ruling in favor of such Buyer. <B>EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Counterparts</U>. This Agreement may be executed in two or more identical counterparts, all of which 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. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page 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 signature page were an original
thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Headings; Gender</U>. The headings of this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms &ldquo;including,&rdquo; &ldquo;includes,&rdquo;
&ldquo;include&rdquo; and words of like import shall be construed broadly as if followed by the words &ldquo;without limitation.&rdquo;
The terms &ldquo;herein,&rdquo; &ldquo;hereunder,&rdquo; &ldquo;hereof&rdquo; and words of like import refer to this entire Agreement
instead of just the provision in which they are found.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Severability; Maximum Payment Amounts</U>. If any provision of this Agreement is prohibited by law or otherwise determined
to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid
or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this
Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid
or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction
Document (and without implication that the following is required or applicable), it is the intention of the parties that in no
event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received
by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as
&ldquo;interest&rdquo; under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation
to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined
to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual
mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such
adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest
or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction
Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid
to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of &ldquo;interest&rdquo;
or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time
to which they relate.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Entire Agreement; Amendments</U>. This Agreement, the other Transaction Documents and the schedules and exhibits attached
hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between
the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation,
any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the
Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company
or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of
or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company
and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically
set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may
be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment
to any provision of this Agreement made in conformity with the provisions of this Section&nbsp;9(e) shall be binding on all Buyers
and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies
to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without
such Buyer&rsquo;s prior written consent (which may be granted or withheld in such Buyer&rsquo;s sole discretion). No waiver shall
be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required
Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the
provisions of this Section&nbsp;9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no
such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding
(unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer&rsquo;s
prior written consent (which may be granted or withheld in such Buyer&rsquo;s sole discretion). No consideration (other than reimbursement
of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of
the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents, all
holders of the Notes or all holders of the Warrants (as the case may be) [(except that a holder of Notes that does not have any
of its Notes secured by cash amounts in a Master Restricted Account will not be entitled to any consideration granted to any other
holder of Notes in connection with any amendment, consent, waiver or modification related to any provision relating to any Master
Restricted Account)]. From the date hereof and while any Notes or Warrants are outstanding, the Company shall not be permitted
to receive any consideration from a Buyer or a holder of Notes or Warrants that is not otherwise contemplated by the Transaction
Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such Buyer or holder of Notes
or Warrants in a manner that is more favorable than to other similarly situated Buyers or holders of Notes or Warrants, as applicable,
or (ii) to treat any Buyer(s) or holder(s) of Notes or Warrants in a manner that is less favorable than the Buyer or holder of
Notes or Warrants that is paying such consideration; provided, however, that the determination of whether a Buyer has been treated
more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer. The Company
has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated
by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement,
the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer,
any of its advisors or any of its representatives shall affect such Buyer&rsquo;s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company&rsquo;s representations and warranties contained in this Agreement or any
other Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded
by the phrase &ldquo;except as disclosed in the SEC Documents,&rdquo; nothing contained in any of the SEC Documents shall affect
such Buyer&rsquo;s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company&rsquo;s
representations and warranties contained in this Agreement or any other Transaction Document. &ldquo;<B>Required Holders</B>&rdquo;
means (I) prior to the Closing Date, each Buyer entitled to purchase Notes at the Closing and (II) on or after the Closing Date,
holders of a majority of the Underlying Securities as of such time (excluding any Underlying Securities held by the Company or
any of its Subsidiaries as of such time) issued or issuable hereunder or pursuant to the Notes and/or the Warrants (or the Buyers,
with respect to any waiver or amendment of Section 4(o)); provided that such Required Holders must include Hudson Bay Master Fund
Ltd (&ldquo;<B>Hudson Bay</B>&rdquo;) at any time Hudson Bay (or any of its Attribution Parties (as defined in the Warrants)) owns
any Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Notices</U>. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service
with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers
and e-mail addresses for such communications shall be:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1.5in">If to the Company:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">__________________<BR>
____________________________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">____________________________________<BR>
Attention: ___________________________<BR>
E-Mail: _____________________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1.5in">With a copy (for informational purposes only) to:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">___________________________________,</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">___________________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">___________________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">Telephone: _______________<BR>
Attention: _________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">E-Mail: ___________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 2in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1.5in">If to the Transfer Agent:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 2in">________________________<BR>
______________________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 2in">______________________________<BR>
Telephone: __________________<BR>
Facsimile: ___________________<BR>
Attention: ___________________</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">If to a Buyer, to its address, e-mail
address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer&rsquo;s representatives as set forth
on the Schedule of Buyers,</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">or to such other address, e-mail address
and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such changer. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender&rsquo;s
facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect to each facsimile transmission,
an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii)
above, respectively.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Successors and Assigns</U>. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, including any purchasers of any of the Notes and Warrants. The Company shall not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation,
by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions
governing Fundamental Transactions set forth in the Warrants) or a Fundamental Transaction (as defined in the Notes) (unless the
Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may
assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the
Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>No Third Party Beneficiaries</U>. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
other than the Indemnitees referred to in Section&nbsp;9(k).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Survival</U>. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be
responsible only for its own representations, warranties, agreements and covenants hereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Further Assurances</U>. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Indemnification</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>In consideration of each Buyer&rsquo;s execution and delivery of the Transaction Documents and acquiring the Securities
thereunder and in addition to all of the Company&rsquo;s other obligations under the Transaction Documents, the Company shall defend,
protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the foregoing Persons&rsquo; agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the &ldquo;<B>Indemnitees</B>&rdquo;) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys&rsquo; fees and disbursements (the
&ldquo;<B>Indemnified Liabilities</B>&rdquo;), incurred by any Indemnitee as a result of, or arising out of, or relating to (i)
any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction
Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including
for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee
that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents,
(B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of
the Securities, (C) any disclosure properly made by such Buyer pursuant to Section&nbsp;4(i), or (D) the status of such Buyer or
holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents
or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding
for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect
thereof is to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement
thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of
the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the
Company has agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of
such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability;
or (C) the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the
Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects
to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall
not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee
shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability
by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action
or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay
or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such
settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for
hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, within ten (10) days after bills are received or Indemnified Liabilities are incurred.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv) The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee
against the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(l)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Construction</U>. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty
shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices,
shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect
to the Common Stock after the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance
of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with
respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the
Company in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions
in the future.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(m) <U>Remedies</U>.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall
have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been
granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any
Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary
fails to perform, observe, or discharge any or all of its or such Subsidiary&rsquo;s (as the case may be) obligations under
the Transaction Documents, any remedy at law would inadequate relief to the Buyers. The Company therefore agrees that the
Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable
relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without
posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be
cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law
or in equity (including a decree of specific performance and/or other injunctive relief).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Withdrawal Right</U>. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and
the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the
case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Payment Set Aside; Currency</U>. To the extent that the Company makes a payment or payments to any Buyer hereunder or
pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or 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 the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law,
foreign, 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 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. Unless otherwise expressly indicated, all dollar amounts referred
to in this Agreement and the other Transaction Documents are in United States Dollars (&ldquo;<B>U.S. Dollars</B>&rdquo;), and
all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on
the date of calculation. &ldquo;<B>Exchange Rate</B>&rdquo; means, in relation to any amount of currency to be converted into U.S.
Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date
of calculation.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(p)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Judgment Currency</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>If for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other
Transaction Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency
being hereinafter in this Section&nbsp;9(p) referred to as the &ldquo;<B>Judgment Currency</B>&rdquo;) an amount due in US Dollars
under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 1in">(1)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date: or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 1in">(2)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the
date as of which such conversion is made pursuant to this Section&nbsp;9(p)(i)(2) being hereinafter referred to as the &ldquo;<B>Judgment
Conversion Date</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>If in the case of any proceeding in the court of any jurisdiction referred to in Section&nbsp;9(p)(i)(2) above, there is
a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due,
the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been
purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on
the Judgment Conversion Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(q)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Independent Nature of Buyers&rsquo; Obligations and Rights</U>. The obligations of each Buyer under the Transaction Documents
are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance
of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges
that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create
a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such
claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company
acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect
to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities
pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that
no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other
Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer&rsquo;s investment in the Securities or enforcing
its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated
with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel
and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer
to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase
and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer,
and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do
so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers
collectively and not between and among the Buyers.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">[<I>signature pages follow</I>]</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>IN WITNESS WHEREOF,
</B>each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date
first written above.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="RIGHT" STYLE="width: 50%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; width: 100%">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>COMPANY:&nbsp;</B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>TIMEFIREVR INC. </B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:_________________________________&#9;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: __________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: Chief Executive Officer</TD></TR>
</TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-align: justify; text-indent: 0.5in"><B>IN WITNESS WHEREOF,
</B>each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date
first written above.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="RIGHT" STYLE="width: 50%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; width: 100%">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>BUYER:</B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>[    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]&nbsp;</B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:______________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: ________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: _________________________</TD></TR>
</TABLE>


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<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>Exhibit A</U></B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Form of Note</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B>&nbsp;</P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>Exhibit B</U></B></P>

<P STYLE="font: 12pt/150% Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Form of Warrant</B></P>



<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"><B>&nbsp;</B></P>

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<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>tfvr0821form8kexh10_2.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0; text-align: right"><B>EXHIBIT 10.2</B></P>

<P STYLE="margin: 0; text-align: left"></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SENIOR CONVERTIBLE NOTE</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE,
INCLUDING SECTIONS 3(c)(iii) AND 17(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.</B></P>

<P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="font-variant: small-caps"><B>&nbsp;</B></FONT></P>

<P STYLE="font: 14pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="font-variant: small-caps"><B>TimeFireVR
Inc. </B></FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-variant: small-caps"><B>Senior
Convertible </B></FONT><B><FONT STYLE="font-variant: small-caps">Note</FONT></B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0"><FONT STYLE="font-variant: small-caps">&nbsp;</FONT></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 51%; padding-right: 5.4pt; padding-left: 5.4pt; font: 12pt Times New Roman, Times, Serif; text-align: justify">Issuance Date:_______________</TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt; font: 12pt Times New Roman, Times, Serif">Original Principal Amount: U.S. $______________</TD></TR>
</TABLE>
<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>FOR VALUE
RECEIVED,</B> TimefireVR, Inc., a Nevada corporation (the &ldquo;<B>Company</B>&rdquo;), hereby promises to pay to the order of
____________________ or its registered assigns (&ldquo;<B>Holder</B>&rdquo;) the amount set forth above as the Original
Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the
&ldquo;<B>Principal</B>&rdquo;) when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in
each case in accordance with the terms hereof) and to pay interest (&ldquo;<B>Interest</B>&rdquo;) on any outstanding
Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the
&ldquo;<B>Issuance Date</B>&rdquo;) until the same becomes due and payable, whether upon the Maturity Date or upon
acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible
Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this
&ldquo;<B>Note</B>&rdquo;) is one of an issue of Senior Convertible Notes issued pursuant to the Securities Purchase
Agreement, dated as of ___________________ (the &ldquo;<B>Subscription Date</B>&rdquo;), by and among the Company and the
investors (the &ldquo;<B>Buyers</B>&rdquo;) referred to therein, as amended from time to time (collectively, the
&ldquo;<B>Notes</B>&rdquo;, and such other Senior Convertible Notes, the &ldquo;<B>Other Notes</B>&rdquo;). Certain
capitalized terms used herein are defined in Section 30.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">1.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>PAYMENTS OF PRINCIPAL</U>. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing 120%
of all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 23(c)) on
such Principal and Interest. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding
Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">2.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>INTEREST; INTEREST RATE</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Interest on this Note shall commence accruing on the Issuance Date at the Interest Rate, shall be computed on the basis
of a 360-day year and twelve 30-day months, shall compound monthly, and shall be payable in cash on the Maturity Date or any applicable
Redemption Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Prior to the payment of Interest on the Maturity Date or any applicable Redemption Date, Interest on this Note shall accrue
at the Interest Rate and be payable by way of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance
with Section 3(b)(i) or upon any redemption in accordance with Section 11 or any required payment upon any Bankruptcy Event of
Default. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically
be increased to eighteen percent (18.0%) per annum. In the event that such Event of Default is subsequently cured (and no other
Event of Default then exists (including, without limitation, for the Company&rsquo;s failure to pay such Interest at the Default
Rate on the applicable Interest Date), the adjustment referred to in the preceding sentence shall cease to be effective as of the
calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence
of such Event of Default through and including the date of such cure of such Event of Default.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">3.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>CONVERSION OF NOTES</U>. At any time beginning six months after the Issuance Date, this Note shall be convertible into
validly issued, fully paid and non-assessable shares of Common Stock (as defined below), on the terms and conditions set forth
in this Section 3.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Conversion Right</U>. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date,
the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly
issued, fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined
below). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in
the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the
nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including,
without limitation, fees and expenses of the Transfer Agent (as defined below)) that may be payable with respect to the issuance
and delivery of Common Stock upon conversion of any Conversion Amount.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Conversion Rate</U>. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant
to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the &ldquo;<B>Conversion
Rate</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(i)
&ldquo;<B>Conversion Amount</B>&rdquo; means the sum of (x) portion of the Principal to be converted, redeemed or otherwise
with respect to which this determination is being made and (y) all accrued and unpaid Interest with respect to such portion
of the Principal amount and accrued and unpaid Late Charges with respect to such portion of such Principal and such Interest,
if any.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Conversion Price</B>&rdquo; means, as of any Conversion Date or other date of determination, $0.30, subject to
adjustment as provided herein.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Mechanics of Conversion</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(i) <U>Optional
Conversion</U>. To convert any Conversion Amount into shares of Common Stock on any date (a &ldquo;<B>Conversion
Date</B>&rdquo;), the Holder shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to
11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as <U>Exhibit
I</U> (the &ldquo;<B>Conversion Notice</B>&rdquo;) to the Company. If required by Section 3(c)(iii), within three (3) Trading
Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the
case of its loss, theft or destruction as contemplated by Section 17(b)). On or before the first (1st) Trading Day following
the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of
confirmation and representation as to whether such shares of Common Stock may then be resold pursuant to Rule 144 or an
effective and available registration statement, in the form attached hereto as <U>Exhibit II</U>, of receipt of such
Conversion Notice to the Holder and the Transfer Agent which confirmation shall constitute an instruction to the Transfer
Agent to process such Conversion Notice in accordance with the terms herein. On or before the third (3rd) Trading Day
following the date on which the Company has received a Conversion Notice (or such earlier date as required pursuant to the
1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the applicable Conversion
Date of such shares of Common Stock issuable pursuant to such Conversion Notice) (the &ldquo;<B>Share Delivery
Deadline</B>&rdquo;), the Company shall (1) provided that the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled
pursuant to such conversion to the Holder&rsquo;s or its designee&rsquo;s balance account with DTC through its
Deposit/Withdrawal at Custodian system or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, upon the request of the Holder, issue and deliver (via reputable overnight courier) to the address as
specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder shall be entitled pursuant to such conversion. If this Note is physically
surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than the
Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event
later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its
designee) a new Note (in accordance with Section 17(d)) representing the outstanding Principal not converted. The Person or
Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding anything to
the contrary contained in this Note, after the effective date of a registration statement registering the resale of the
shares of Common Stock issuable upon a conversion of this Note and prior to the Holder&rsquo;s receipt of a notice that such
registration statement is not available with respect thereto, the Company shall cause the Transfer Agent to deliver
unlegended shares of Common Stock to the Holder (or its designee) in connection with any sale of shares of Common Stock
issuable upon a conversion of this Note with respect to which the Holder has entered into a contract for sale, and delivered
a copy of the prospectus included as part of the particular registration statement to the extent applicable, and for which
the Holder has not yet settled.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Company&rsquo;s Failure to Timely Convert</U>. If the Company shall fail, for any reason or for no reason, on or prior
to the applicable Share Delivery Deadline, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of shares of Common Stock to which the
Holder is entitled and register such shares of Common Stock on the Company&rsquo;s share register or, if the Transfer Agent is
participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder&rsquo;s
designee with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder&rsquo;s conversion
of this Note (as the case may be) (a &ldquo;<B>Conversion Failure</B>&rdquo;), then, in addition to all other remedies available
to the Holder, (1) the Company shall pay in cash to the Holder on each day after such Share Delivery Deadline that the issuance
of such shares of Common Stock is not timely effected an amount equal to 2% of the product of (A) the sum of the number of shares
of Common Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied
by (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning
on the applicable Conversion Date and ending on the applicable Share Delivery Deadline and (2) the Holder, upon written notice
to the Company, may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any portion of
this Note that has not been converted pursuant to such Conversion Notice, provided that the voiding of a Conversion Notice shall
not affect the Company&rsquo;s obligations to make any payments which have accrued prior to the date of such notice pursuant to
this Section 3(c)(ii) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline, if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to
the Holder (or its designee) a certificate and register such shares of Common Stock on the Company&rsquo;s share register or, if
the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail to credit
the balance account of the Holder or the Holder&rsquo;s designee with DTC for the number of shares of Common Stock to which the
Holder is entitled upon the Holder&rsquo;s conversion hereunder or pursuant to the Company&rsquo;s obligation pursuant to clause
(II) below, and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that
the Holder is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure
or Notice Failure, as applicable (a &ldquo;<B>Buy-In</B>&rdquo;), then, in addition to all other remedies available to the Holder,
the Company shall, within three (3) Business Days after receipt of the Holder&rsquo;s request and in the Holder&rsquo;s discretion,
either: (I) pay cash to the Holder in an amount equal to the Holder&rsquo;s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other
Person in respect, or on behalf, of the Holder) (the &ldquo;<B>Buy-In Price</B>&rdquo;), at which point the Company&rsquo;s obligation
to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder
or such Holder&rsquo;s designee, as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled
upon the Holder&rsquo;s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or
(II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares
of Common Stock or credit the balance account of such Holder or such Holder&rsquo;s designee, as applicable, with DTC for the number
of shares of Common Stock to which the Holder is entitled upon the Holder&rsquo;s conversion hereunder (as the case may be) and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x) such number of shares
of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing
on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (II) (the
&ldquo;<B>Buy-In Payment Amount</B>&rdquo;). Nothing shall limit the Holder&rsquo;s right to pursue any other remedies available
to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief
with respect to the Company&rsquo;s failure to timely deliver certificates representing shares of Common Stock (or to electronically
deliver such shares of Common Stock) upon the conversion of this Note as required pursuant to the terms hereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Registration; Book-Entry</U>. The Company shall maintain a register (the &ldquo;<B>Register</B>&rdquo;) for the recordation
of the names and addresses of the holders of each Note and the principal amount of the Notes held by such holders (the &ldquo;<B>Registered
Notes</B>&rdquo;). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company
and the holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes
(including, without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the
contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or
sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the
holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered
Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee
or transferee pursuant to Section&nbsp;17, provided that if the Company does not so record an assignment, transfer or sale (as
the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then the Register shall
be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding anything to
the contrary set forth in this Section&nbsp;3, following conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented
by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated
by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records
showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions,
and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so
as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal,
Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the
case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect
such occurrence.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iv) <U>Pro
Rata Conversion; Disputes</U>. In the event that the Company receives a Conversion Notice from more than one holder of Notes
for the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for
conversion, the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on
such date a pro rata amount of such holder&rsquo;s portion of its Notes submitted for conversion based on the principal
amount of Notes submitted for conversion on such date by such holder relative to the aggregate principal amount of all Notes
submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to the
Holder in connection with a conversion of this Note, the Company shall issue to the Holder the number of shares of Common
Stock not in dispute and resolve such dispute in accordance with Section 22.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Limitations on Conversions</U>. The Company shall not effect the conversion of any portion of this Note, and the Holder
shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion
shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together
with the other Attribution Parties collectively would beneficially own in excess of the maximum percentage set forth on the Holder&rsquo;s
signature page of the Securities Purchase Agreement (or other joinder agreement or assignment agreement, if applicable) (the &ldquo;<B>Maximum
Percentage</B>&rdquo;) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution
Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number
of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion
of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(d). For purposes
of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of
determining the number of outstanding shares of Common Stock the Holder may acquire upon the conversion of this Note without exceeding
the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company&rsquo;s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the
SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or
the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the &ldquo;<B>Reported Outstanding
Share Number</B>&rdquo;). If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding
shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the
number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder&rsquo;s
beneficial ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the
Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any
time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing
or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported.
In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the
other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of
outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which
the Holder&rsquo;s and the other Attribution Parties&rsquo; aggregate beneficial ownership exceeds the Maximum Percentage (the
&ldquo;<B>Excess Shares</B>&rdquo;) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have
the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time
to time increase (with such increase not effective until the sixty-first (61<SUP>st</SUP>) day after delivery of such notice) or
decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any
such increase in the Maximum Percentage will not be effective until the sixty-first (61<SUP>st</SUP>) day after such notice is
delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties
and not to any other holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common
Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned
by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to
convert this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3(d) to the extent necessary to correct this paragraph
(or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 3(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Right of Alternate Conversion</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>General</U>. At any time at any time after the occurrence of an Event of Default and during any Event of Default Redemption
Right Period (as defined below)(regardless of whether such Event of Default has been cured on or prior to the Event of Default
Right Expiration Date (as defined below) or if the Holder has delivered an Event of Default Redemption Notice to the Company),
the Holder may, at the Holder&rsquo;s option, convert (each, an &ldquo;<B>Alternate Conversion</B>&rdquo;, and the date of such
Alternate Conversion, each, an &ldquo;<B>Alternate Conversion Date</B>&rdquo;) all, or any part of, the Conversion Amount (such
portion of the Conversion Amount subject to such Alternate Conversion, the &ldquo;<B>Alternate Conversion Amount</B>&rdquo;) into
shares of Common Stock at the Alternate Conversion Price in accordance with Section 3(e)(ii) below</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Mechanics of Alternate Conversion</U>. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate
Conversion Amount pursuant to Section 3(c) (with &ldquo;Alternate Conversion Price&rdquo; replacing &ldquo;Conversion Price&rdquo;
for all purposes hereunder with respect to such Alternate Conversion and, with &ldquo;130% of the Conversion Amount&rdquo; replacing
&ldquo;Conversion Amount&rdquo; in clause (x) of the definition of Conversion Rate above with respect to such Alternate Conversion)
by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this Note that the Holder is electing to use
the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary in this Section 3(e), but subject
to Section 3(d), until the Company delivers shares of Common Stock representing the applicable Alternate Conversion Amount to the
Holder, such Alternate Conversion Amount may be converted by the Holder into shares of Common Stock pursuant to Section 3(c) without
regard to this Section 3(e).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">4.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>RIGHTS UPON EVENT OF DEFAULT</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Event of Default</U>. Each of the following events shall constitute an &ldquo;<B>Event of Default</B>&rdquo; and each
of the events in clauses (vii), (viii) and (ix) shall constitute a &ldquo;<B>Bankruptcy Event of Default</B>&rdquo;:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>the suspension (or threatened suspension) from trading or the failure (or threatened failure) of the Common Stock to be
trading or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the Company&rsquo;s (A) failure to cure a Conversion Failure or a Delivery Failure (as defined in the Warrants) by delivery
of the required number of shares of Common Stock within five (5) Trading Days after the applicable Conversion Date or exercise
date (as the case may be) or (B) notice, written or oral, to any holder of the Notes or Warrants, including, without limitation,
by way of public announcement or through any of its agents, at any time, of its intention not to comply, as required, with a request
for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions of the Notes, other
than pursuant to Section 3(d), or a request for exercise of any Warrants for shares of Common Stock in accordance with the provisions
of the Warrants;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>except to the extent the Company is in compliance with Section 10(b) below, at any time following the tenth (10<SUP>th</SUP>)
consecutive day that the Holder&rsquo;s Authorized Share Allocation (as defined in Section 10(a) below) is less than (A) the number
of shares of Common Stock that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this
Note (without regard to any limitations on conversion set forth in Section 3(d) or otherwise), and (B) the number of shares of
Common Stock that the Holder would be entitled to receive upon exercise in full of the Holder&rsquo;s Warrants (without regard
to any limitations on exercise set forth in the Warrants);</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iv)
the Company&rsquo;s or any Subsidiary&rsquo;s failure to pay to the Holder any amount of Principal, Interest, Late Charges or
other amounts when and as due under this Note (including, without limitation, the Company&rsquo;s or any Subsidiary&rsquo;s
failure to pay any redemption payments or amounts hereunder) or any other Transaction Document (as defined in the Securities
Purchase Agreement) or any other agreement, document, certificate or other instrument delivered in connection with the
transactions contemplated hereby and thereby, except, in the case of a failure to pay Interest and Late Charges when and as
due, in which case only if such failure remains uncured for a period of at least two (2) Trading Days;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder
upon conversion or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by
the Holder under the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities
Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured
for at least five (5) days;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(vi)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $50,000
of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries, other than with respect
to any Other Notes;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(vii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> </FONT>bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by
or against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not
be dismissed within thirty (30) days of their initiation;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(viii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state
or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt
or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company
or any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence
of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts
generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action
or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under
federal, state or foreign law;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ix)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary
of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt
or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>a final judgment or judgments for the payment of money aggregating in excess of $50,000 are rendered against the Company
and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged,
settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however,
any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the
$50,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider
(which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance
or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity
within thirty (30) days of the issuance of such judgment;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xi)
the Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any
applicable grace period, any payment with respect to any Indebtedness in excess of $50,000 due to any third party (other
than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may
be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment
thereof in accordance with GAAP) or is otherwise in breach or violation of any agreement for monies owed or owing in an
amount in excess of $50,000, which breach or violation permits the other party thereto to declare a default or otherwise
accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the
passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or
any Subsidiary, which default or event of default would or is likely to have a material adverse effect on the business,
assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or
prospects of the Company or any of its Subsidiaries, individually or in the aggregate;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>other than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any
representation or warranty in any material respect (other than representations or warranties subject to material adverse effect
or materiality limitations, which may not be breached in any respect) or any covenant or other term or condition of any Transaction
Document, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains
uncured for a period of five (5) consecutive Trading Days;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xiii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>a false or inaccurate certification (including a false or inaccurate deemed certification) by the Company as to whether
any Event of Default has occurred;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xiv)
any breach or failure in any respect by the Company or any Subsidiary to comply with any provision of Section 13 of this
Note;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>any Material Adverse Effect (as defined in the Securities Purchase Agreement) occurs;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xvi)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>any provision of any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof shall be
contested by any party thereto, or a proceeding shall be commenced by the Company or any Subsidiary or any governmental authority
having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary
shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document; or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(xvii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>any Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Notice of an Event of Default; Redemption Right</U>. Upon the occurrence of an Event of Default with respect to this
Note or any Other Note, the Company shall within one (1) Business Day deliver written notice thereof via facsimile or electronic
mail and overnight courier (with next day delivery specified) (an &ldquo;<B>Event of Default Notice</B>&rdquo;) to the Holder.
At any time after the earlier of the Holder&rsquo;s receipt of an Event of Default Notice and the Holder becoming aware of an Event
of Default (such earlier date, the &ldquo;<B>Event of Default Right Commencement Date</B>&rdquo;) and ending (such ending date,
the &ldquo;<B>Event of Default Right Expiration Date</B>&rdquo;, and each such period, an &ldquo;<B>Event of Default Redemption
Right Period</B>&rdquo;) on the twentieth (20<SUP>th</SUP>) Trading Day after the later of (x) the date such Event of Default is
cured and (y) the Holder&rsquo;s receipt of an Event of Default Notice that includes (I) a reasonable description of the applicable
Event of Default, (II) a certification as to whether, in the opinion of the Company, such Event of Default is capable of being
cured and, if applicable, a reasonable description of any existing plans of the Company to cure such Event of Default and (III)
a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice,
the applicable Event of Default Right Expiration Date, the Holder may require the Company to redeem (regardless of whether such
Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of this Note by delivering
written notice thereof (the &ldquo;<B>Event of Default Redemption Notice</B>&rdquo;) to the Company, which Event of Default Redemption
Notice shall indicate the portion of this Note the Holder is electing to redeem. Each portion of this Note subject to redemption
by the Company pursuant to this Section 4(b) shall be redeemed by the Company at a price equal to the greater of (i) the product
of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium and (ii) the product of (X) the Conversion
Rate with respect to the Conversion Amount in effect at such time as the Holder delivers an Event of Default Redemption Notice
multiplied by (Y) the product of (1) the Redemption Premium multiplied by (2) the greatest Closing Sale Price of the Common Stock
on any Trading Day during the period commencing on the date immediately preceding such Event of Default and ending on the date
the Company makes the entire payment required to be made under this Section 4(b) (the &ldquo;<B>Event of Default Redemption Price</B>&rdquo;).
Redemptions required by this Section 4(b) shall be made in accordance with the provisions of Section 11. To the extent redemptions
required by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the
Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section
3(e), but subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid
in full, the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be
converted, in whole or in part, by the Holder into Common Stock pursuant to the terms of this Note. In the event of the Company&rsquo;s
redemption of any portion of this Note under this Section 4(b), the Holder&rsquo;s damages would be uncertain and difficult to
estimate because of the parties&rsquo; inability to predict future interest rates and the uncertainty of the availability of a
suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended
by the parties to be, and shall be deemed, a reasonable estimate of the Holder&rsquo;s actual loss of its investment opportunity
and not as a penalty. Any redemption upon an Event of Default shall not constitute an election of remedies by the Holder, and all
other rights and remedies of the Holder shall be preserved.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c) <U>Mandatory
Redemption upon Bankruptcy Event of Default</U>. Notwithstanding anything to the contrary herein, and notwithstanding any
conversion that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following
the Maturity Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding
Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii)
the Redemption Premium, in addition to any and all other amounts due hereunder, without the requirement for any notice or
demand or other action by the Holder or any other person or entity, provided that the Holder may, in its sole discretion,
waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not
affect any other rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default,
any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price, as
applicable.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">5.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>RIGHTS UPON FUNDAMENTAL TRANSACTION</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Assumption</U>. The Company shall not enter into or be party to a Fundamental Transaction unless (i)&nbsp;the Successor
Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance
with the provisions of this Section 4(c)(a) pursuant to written agreements in form and substance satisfactory to the Holder and
approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange
for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding
and the interest rates of the Notes held by such holder, having similar conversion rights as the Notes and having similar ranking
and security to the Notes, and satisfactory to the Holder and (ii)&nbsp;the Successor Entity (including its Parent Entity) is a
publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of
any 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 &ldquo;Company&rdquo;
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Note and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of
such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except
such items still issuable under Sections 6 and 14, which shall continue to be receivable thereafter) issuable upon the conversion
or redemption of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent)
of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of
such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without regard to
any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding the
foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 5(a) to
permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 4(c) shall apply similarly
and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of
this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Notice of a Change of Control; Redemption Right</U>. No sooner than twenty (20) Trading Days nor later than ten (10)
Trading Days prior to the consummation of a Change of Control (the &ldquo;<B>Change of Control Date</B>&rdquo;), but not prior
to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic
mail and overnight courier to the Holder (a &ldquo;<B>Change of Control Notice</B>&rdquo;). At any time during the period beginning
after the Holder&rsquo;s receipt of a Change of Control Notice or the Holder becoming aware of a Change of Control if a Change
of Control Notice is not delivered to the Holder in accordance with the immediately preceding sentence (as applicable) and ending
on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change
of Control Notice, the Holder may require the Company to redeem all or any portion of this Note by delivering written notice thereof
(&ldquo;<B>Change of Control Redemption Notice</B>&rdquo;) to the Company, which Change of Control Redemption Notice shall indicate
the Conversion Amount the Holder is electing to redeem. The portion of this Note subject to redemption pursuant to this Section
4(c) shall be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (w) the Change of Control
Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption
Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by
dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately
preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such
Change of Control and ending on the date the Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price
then in effect and (iii) the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion
Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any
non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such
Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the
Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the
Closing Sale Price of such securities on the Trading Day immediately following the public announcement of such proposed Change
of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such
proposed Change of Control) divided by (II) the Conversion Price then in effect (the &ldquo;<B>Change of Control Redemption Price</B>&rdquo;).
Redemptions required by this Section 4(c) shall be made in accordance with the provisions of Section 11 and shall have priority
to payments to stockholders in connection with such Change of Control. To the extent redemptions required by this Section 4(c)(b)
are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall
be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 4(c), but subject to Section 3(d),
until the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted
for redemption under this Section 4(c)(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the
Holder into Common Stock pursuant to Section 3. In the event of the Company&rsquo;s redemption of any portion of this Note under
this Section 4(c)(b), the Holder&rsquo;s damages would be uncertain and difficult to estimate because of the parties&rsquo; inability
to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the
Holder. Accordingly, any redemption premium due under this Section 4(c)(b) is intended by the parties to be, and shall be deemed,
a reasonable estimate of the Holder&rsquo;s actual loss of its investment opportunity and not as a penalty.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">6.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>RIGHTS UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Purchase Rights</U>. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all
or substantially all of the record holders of any class of Common Stock (the &ldquo;<B>Purchase Rights</B>&rdquo;), then the Holder
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note
(without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that
the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which
a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (<U>provided</U>,
<U>however</U>, that to the extent that the Holder&rsquo;s right to participate in any such Purchase Right would result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares
of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase
Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar
provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until
such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the
Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold
on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has
an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance,
if applicable)) to the same extent as if there had been no such limitation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Other Corporate Events</U>. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a &ldquo;<B>Corporate Event</B>&rdquo;), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the
Holder&rsquo;s option (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets
to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held
by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the
convertibility of this Note) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities
or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in
such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the
form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with
the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder.
The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without
regard to any limitations on the conversion or redemption of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">7.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>RIGHTS UPON ISSUANCE OF OTHER SECURITIES</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Adjustment of Conversion Price upon Issuance of Common Stock</U>. If and whenever on or after the Subscription Date the
Company issues or sells, or in accordance with this Section 7(a) is deemed to have issued or sold, any shares of Common Stock (including
the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities
issued or sold or deemed to have been issued or sold) for a consideration per share (the &ldquo;<B>New Issuance Price</B>&rdquo;)
less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale
(such Conversion Price then in effect is referred to herein as the &ldquo;<B>Applicable Price</B>&rdquo;) (the foregoing a &ldquo;<B>Dilutive
Issuance</B>&rdquo;), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an
amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted
Conversion Price and the New Issuance Price under this Section 7(a)), the following shall be applicable:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Issuance of Options</U>. If the Company in any manner grants or sells any Options and the lowest price per share for
which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 7(a)(i), the
&ldquo;lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Option
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof&rdquo; shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise
of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise
pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is
issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms
thereof, minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting
or sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable
upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment
of the Conversion Price shall be made upon the actual issuance of such share of Common Stock or of such Convertible Securities
upon the exercise of such Options or otherwise pursuant to the terms thereof or upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Issuance of Convertible Securities</U>. If the Company in any manner issues or sells any Convertible Securities and the
lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section 7(a)(ii), the &ldquo;lowest price per share for which one share of Common
Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof&rdquo;
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or
exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible
Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, no further adjustment of the Conversion Price shall be made upon
the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise
pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of the Conversion Price has been or is to be made pursuant to other provisions of this Section 7(a), except
as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issuance or sale.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Change in Option Price or Rate of Conversion</U>. If the purchase or exercise price provided for in any Options, the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases
or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an
event referred to in Section 7(b) below), the Conversion Price in effect at the time of such increase or decrease shall be adjusted
to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for such
increased or decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be)
at the time initially granted, issued or sold. For purposes of this Section 7(a)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion
or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to
this Section 7(a) shall be made if such adjustment would result in an increase of the Conversion Price then in effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(iv) <U>Calculation
of Consideration Received</U>. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the
&ldquo;<B>Primary Security</B>&rdquo;, and such Option and/or Convertible Security and/or Adjustment Right, the
&ldquo;<B>Secondary Securities</B>&rdquo;), together comprising one integrated transaction (or one or more transactions if
such issuances or sales or deemed issuances or sales of securities of the Company either (A) have at least one investor or
purchaser in common, (B) are consummated in reasonable proximity to each other and/or (C) are consummated under the same plan
of financing), the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to
be equal to the difference of (x) the lowest price per share for which one share of Common Stock was issued (or was deemed to
be issued pursuant to Section 7(a)(i) or 7(a)(ii) above, as applicable) in such integrated transaction solely with respect to
such Primary Security, minus (y) with respect to such Secondary Securities, the sum of (I) the Black Scholes Consideration
Value of each such Option, if any, (II) the fair market value (as determined by the Holder in good faith) or the Black
Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III) the fair market value (as determined
by the Holder) of such Convertible Security, if any, in each case, as determined on a per share basis in accordance with this
Section 7(a)(iv). If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such
Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration
Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock,
Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such
consideration, except where such consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for
each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or
Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid
for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes
Consideration Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may be). The fair
value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the
Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the &ldquo;<B>Valuation Event</B>&rdquo;), the fair value of such consideration will be determined within five (5)
Trading Days after the tenth (10<SUP>th</SUP>) day following such Valuation Event by an independent, reputable appraiser
jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all
parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Record Date</U>. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or
(B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed
to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase (as
the case may be).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Adjustment of Conversion Price upon Subdivision or Combination of Common Stock</U>. Without limiting any provision of
Section 4(c) or Section 7(a), if the Company at any time on or after the Subscription Date subdivides (by any stock split, stock
dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common
Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced. Without limiting any provision of Section&nbsp;4(c) or Section&nbsp;7(a), if the Company at any time on or after the Subscription
Date combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more
classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(b) occurs
during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted
appropriately to reflect such event.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Holder&rsquo;s Right of Adjusted Conversion Price</U>. In addition to and not in limitation of the other provisions of
this Section 7, if the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, Options
or Convertible Securities (any such securities, &ldquo;<B>Variable Price Securities</B>&rdquo;), after the Subscription Date that
are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price
which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed
price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations,
share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the &ldquo;<B>Variable
Price</B>&rdquo;), the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date
of such agreement and the issuance of such Convertible Securities or Options. From and after the date the Company enters into such
agreement or issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion
to substitute the Variable Price for the Conversion Price upon conversion of this Note by designating in the Conversion Notice
delivered upon any conversion of this Note that solely for purposes of such conversion the Holder is relying on the Variable Price
rather than the Conversion Price then in effect. The Holder&rsquo;s election to rely on a Variable Price for a particular conversion
of this Note shall not obligate the Holder to rely on a Variable Price for any future conversion of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Stock Combination Event Adjustments</U>. If at any time and from time to time on or after the Subscription Date there
occurs any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock
(each, a &ldquo;<B>Stock Combination Event</B>&rdquo;, and such date thereof, the &ldquo;<B>Stock Combination Event Date</B>&rdquo;)
and the Event Market Price is less than the Conversion Price then in effect (after giving effect to the adjustment in Section 7(b)
above), then on the sixteenth (16<SUP>th</SUP>) Trading Day immediately following such Stock Combination Event Date, the Conversion
Price then in effect on such sixteenth (16<SUP>th</SUP>) Trading Day (after giving effect to the adjustment in Section 7(b) above)
shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately
preceding sentence would otherwise result in an increase in the Conversion Price hereunder, no adjustment shall be made.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Other Events</U>. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of
the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company&rsquo;s
board of directors shall in good faith determine and implement an appropriate adjustment in the Conversion Price so as to protect
the rights of the Holder, provided that no such adjustment pursuant to this Section 7(e) will increase the Conversion Price as
otherwise determined pursuant to this Section 7, provided further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company&rsquo;s board of directors and the Holder shall agree,
in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Calculations</U>. All calculations under this Section&nbsp;7 shall be made by rounding to the nearest cent or the nearest
1/100<SUP>th</SUP> of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue
or sale of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Voluntary Adjustment by Company</U>. The Company may at any time during the term of this Note, with the prior written
consent of the Required Holders, reduce the then current Conversion Price of each of the Notes to any amount and for any period
of time deemed appropriate by the board of directors of the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 1in">8.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>REDEMPTION AT THE COMPANY&rsquo;S ELECTION.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 1in">(a) <U>Company
Optional Redemption</U>. At any time after the Issuance Date, the Company shall have the right to redeem all, but not less
than all, of the Conversion Amount then remaining under this Note (the &ldquo;<B>Company Optional Redemption
Amount</B>&rdquo;) on the Company Optional Redemption Date (each as defined below) (a &ldquo;<B>Company Optional
Redemption</B>&rdquo;) in cash at a price (the &ldquo;<B>Company Optional Redemption Price</B>&rdquo;) equal to (x) with
respect to any Company Optional Redemption Date occurring on or prior to the 90<SUP>th</SUP> calendar day after the initial
Issuance Date, 110% or (y) with respect to any Company Optional Redemption Date occurring on or after the 90<SUP>th</SUP>
calendar day after the initial Issuance Date, 120%, in each case, of the greater of (i) the Conversion Amount being redeemed
as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion
Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional
Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment
required to be made under this Section 8(a). The Company may exercise its right to require redemption under this Section 8(a)
by delivering a written notice thereof by facsimile or electronic mail and overnight courier to all, but not less than all,
of the holders of Notes (the &ldquo;<B>Company Optional Redemption Notice</B>&rdquo; and the date all of the holders of Notes
received such notice is referred to as the &ldquo;<B>Company Optional Redemption Notice Date</B>&rdquo;). The Company may
deliver only one Company Optional Redemption Notice hereunder and such Company Optional Redemption Notice shall be
irrevocable. The Company Optional Redemption Notice shall (x) state the date on which the Company Optional Redemption
shall occur (the &ldquo;<B>Company Optional Redemption Date</B>&rdquo;) which date shall not be less than ten (10) calendar
days and nor more than twenty calendar days following the Company Optional Redemption Notice Date and (y) state the aggregate
Conversion Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder and all of the
other holders of the Notes pursuant to this Section 8(a) (and analogous provisions under the Other Notes) on the Company
Optional Redemption Date. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date
and prior to the Company Optional Redemption Date shall reduce the Company Optional Redemption Amount of this Note required
to be redeemed on the Company Optional Redemption Date. Redemptions made pursuant to this Section 8(a) shall be made in
accordance with Section 11. In the event of the Company&rsquo;s redemption of this Note under this Section 8(a), the
Holder&rsquo;s damages would be uncertain and difficult to estimate because of the parties&rsquo; inability to predict future
interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.
Accordingly, any redemption premium due under this Section 8(a) is intended by the parties to be, and shall be deemed, a
reasonable estimate of the Holder&rsquo;s actual loss of its investment opportunity and not as a penalty. Notwithstanding the
foregoing, the Company shall have no right to effect a Company Optional Redemption if any Event of Default has occurred and
continuing, but any Event of Default shall have no effect upon the Holder&rsquo;s right to convert this Note in its
discretion.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 1in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Pro Rata Redemption Requirement</U>. If the Company elects to cause a Company Optional Redemption of this Note pursuant
to Section 8(a), then it must simultaneously take the same action with respect to all of the Other Notes.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">9.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>NONCIRCUMVENTION</U>. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles
of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will
at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights
of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction
Documents, the Company (a)&nbsp;shall not increase the par value of any shares of Common Stock receivable upon conversion of this
Note above the Conversion Price then in effect, and (b)&nbsp;shall take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of
this Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date,
the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section
3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining
such consents or approvals as necessary to permit such conversion into shares of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">10.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>RESERVATION OF AUTHORIZED SHARES</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reservation</U>. So long as any Notes remain outstanding, the Company shall at all times reserve at least the greater
of (i) 19.9% of the Common Stock of the Company outstanding as of the initial Issuance Date and (ii) 500% of the maximum number
of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible at
Alternate Conversion Price assuming an Alternate Conversion Date as of such date of determination, (y) interest on the Notes shall
accrue through the six month anniversary of the Closing Date and will be converted in shares of Common Stock at a conversion price
equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of such date of determination and (z) any such
conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), (the &ldquo;<B>Required
Reserve Amount</B>&rdquo;). The Required Reserve Amount (including, without limitation, each increase in the number of shares so
reserved) shall be allocated pro rata among the holders of the Notes based on the original principal amount of the Notes held by
each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the &ldquo;<B>Authorized Share
Allocation</B>&rdquo;). In the event that a holder shall sell or otherwise transfer any of such holder&rsquo;s Notes, each transferee
shall be allocated a pro rata portion of such holder&rsquo;s Authorized Share Allocation. Any shares of Common Stock reserved and
allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on
the principal amount of the Notes then held by such holders.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Insufficient Authorized Shares</U>. If, notwithstanding Section 9(a), and not in limitation thereof, at any time while
any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common
Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of shares of Common Stock
equal to the Required Reserve Amount (an &ldquo;<B>Authorized Share Failure</B>&rdquo;), then the Company shall immediately take
all action necessary to increase the Company&rsquo;s authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence,
as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days
after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of
an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each
stockholder with a proxy statement and shall use its best efforts to solicit its stockholders&rsquo; approval of such increase
in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such
proposal. In the event that the Company is prohibited from issuing shares of Common Stock pursuant to the terms of this Note due
to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of
Common Stock (such unavailable number of shares of Common Stock, the &ldquo;<B>Authorized Failure Shares</B>&rdquo;), in lieu of
delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange for the redemption of such portion
of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to the sum of (i) the product of (x)
such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Authorized Failure
Shares to the Company and ending on the date of such issuance and payment under this Section 10(a); and (ii) to the extent the
Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred
in connection therewith. Nothing contained in Section 10(a) or this Section 10(b) shall limit any obligations of the Company under
any provision of the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">11.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>REDEMPTIONS</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Mechanics</U>. The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within
five (5) Business Days after the Company&rsquo;s receipt of the Holder&rsquo;s Event of Default Redemption Notice. If the Holder
has submitted a Change of Control Redemption Notice in accordance with Section 5(b), the Company shall deliver the applicable Change
of Control Redemption Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is
received prior to the consummation of such Change of Control and within five (5) Business Days after the Company&rsquo;s receipt
of such notice otherwise. The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the
applicable Company Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption
hereunder at a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option
of the Holder delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of
such cash payment owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance
herewith, shall satisfy the Company&rsquo;s payment obligation under such other Transaction Document. In the event of a redemption
of less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Holder
a new Note (in accordance with Section 17(d)) representing the outstanding Principal which has not been redeemed. In the event
that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter
and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require
the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted
for redemption and for which the applicable Redemption Price (together with any Late Charges thereon) has not been paid. Upon the
Company&rsquo;s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to such Conversion
Amount, (y) the Company shall immediately return this Note, or issue a new Note (in accordance with Section 17(d)), to the Holder,
and in each case the&nbsp;principal amount of this Note or such new Note (as the case may be) shall be increased by an amount equal
to the difference between (1) the applicable Redemption Price (as the case may be, and as adjusted pursuant to this Section 11,
if applicable) minus (2) the Principal portion of the Conversion Amount submitted for redemption and (z) the Conversion Price of
this Note or such new Notes (as the case may be) shall be automatically adjusted with respect to each conversion effected thereafter
by the Holder to the lowest of (A) the Conversion Price as in effect on the date on which the applicable Redemption Notice is voided,
(B) 75% of the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the
applicable Redemption Notice is delivered to the Company and ending on and including the date on which the applicable Redemption
Notice is voided and (C) 75% of the quotient of (I) the sum of the five (5) lowest VWAPs of the Common Stock during the twenty
(20) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Conversion Date divided
by (II) five (5) (it being understood and agreed that all such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during such period). The Holder&rsquo;s delivery of a notice voiding
a Redemption Notice and exercise of its rights following such notice shall not affect the Company&rsquo;s obligations to make any
payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject to such
notice.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Redemption by Other Holders</U>. Upon the Company&rsquo;s receipt of notice from any of the holders of the Other Notes
for redemption or repayment as a result of an event or occurrence substantially similar to the events or occurrences described
in Section 4(b) or Section 5(b) (each, an &ldquo;<B>Other Redemption Notice</B>&rdquo;), the Company shall immediately, but no
later than one (1) Business Day of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice.
If the Company receives a Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period
beginning on and including the date which is three (3) Business Days prior to the Company&rsquo;s receipt of the Holder&rsquo;s
applicable Redemption Notice and ending on and including the date which is three (3) Business Days after the Company&rsquo;s receipt
of the Holder&rsquo;s applicable Redemption Notice and the Company is unable to redeem all principal, interest and other amounts
designated in such Redemption Notice and such Other Redemption Notices received during such seven (7) Business Day period, then
the Company shall redeem a pro rata amount from each holder of the Notes (including the Holder) based on the principal amount of
the Notes submitted for redemption pursuant to such Redemption Notice and such Other Redemption Notices received by the Company
during such seven (7) Business Day period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">12.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>VOTING RIGHTS</U>. The Holder shall have no voting rights as the holder of this Note, except as required by law (including,
without limitation, Chapter 78 of the Nevada Revised Statute) and as expressly provided in this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">13.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>COVENANTS</U>. Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Rank</U>. All payments due under this Note (a) shall rank <I>pari passu</I> with all Other Notes and (b) shall be senior
to all other Indebtedness of the Company and its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Incurrence of Indebtedness</U>. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by this
Note and the Other Notes and (ii) other Permitted Indebtedness).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Existence of Liens</U>. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any
property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, &ldquo;<B>Liens</B>&rdquo;)
other than Permitted Liens.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Restricted Payments</U>. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents
(in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion
of any Indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest
on, such Indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event
constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being
cured would constitute an Event of Default has occurred and is continuing.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Restriction on Redemption and Cash Dividends</U>. The Company shall not, and the Company shall cause each of its Subsidiaries
to not, directly or indirectly, redeem, repurchase or declare or pay any cash dividend or distribution on any of its capital stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Restriction on Transfer of Assets</U>. The Company shall not, and the Company shall cause each of its Subsidiaries to
not, directly or indirectly, sell, lease, license, assign, transfer, spin-off, split-off, close, convey or otherwise dispose of
any assets or rights of the Company or any Subsidiary owned or hereafter acquired whether in a single transaction or a series of
related transactions, other than (i) sales, leases, licenses, assignments, transfers, conveyances and other dispositions of such
assets or rights by the Company and its Subsidiaries in the ordinary course of business consistent with its past practice and (ii)
sales of inventory and product in the ordinary course of business.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Maturity of Indebtedness</U>. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly
or indirectly, permit any Indebtedness of the Company or any of its Subsidiaries to mature or accelerate prior to the Maturity
Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Change in Nature of Business</U>.&nbsp;The Company shall not, and the Company shall cause each of its Subsidiaries to
not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted
by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Subscription Date or any business
substantially related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not,
directly or indirectly, modify its or their corporate structure or purpose.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Preservation of Existence, Etc.</U> The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain
and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain,
duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which
the transaction of its business makes such qualification necessary.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Maintenance of Properties, Etc.</U> The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain
and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order and
condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions
of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof
or thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Maintenance of Intellectual Property</U>. The Company will, and will cause each of its Subsidiaries to, take all action
necessary or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of
the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(l)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Maintenance of Insurance</U>. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability,
hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned
by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with
respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly
situated.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(m) <U>Transactions
with Affiliates</U>. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be
a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease,
transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except
in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for
the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than
would be obtainable in a comparable arm&rsquo;s length transaction with a Person that is not an affiliate thereof. For the
avoidance of doubt, the purchase of Notes and Warrants pursuant to the Securities Purchase Agreement by any Buyer that is an
affiliate of the Company shall not be deemed to violate this Section 13(m).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Restricted Issuances</U>. So long as no Notes remain outstanding, the Company shall not, directly or indirectly, without
the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any
Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities that would
cause a breach or default under the Notes or the Warrants.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Independent Investigation</U>. At the request of the Holder either (x) at any time when an Event of Default has occurred
and is continuing, (y) upon the occurrence of an event that with the passage of time or giving of notice would constitute an Event
of Default or (z) at any time the Holder reasonably believes an Event of Default may have occurred or be continuing, the Company
shall hire an independent, reputable investment bank selected by the Company and approved by the Holder to investigate as to whether
any breach of this Note has occurred (the &ldquo;<B>Independent Investigator</B>&rdquo;). If the Independent Investigator determines
that such breach of this Note has occurred, the Independent Investigator shall notify the Company of such breach and the Company
shall deliver written notice to each holder of a Note of such breach. In connection with such investigation, the Independent Investigator
may, during normal business hours, inspect all contracts, books, records, personnel, offices and other facilities and properties
of the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain
them, the records of its legal advisors and accountants (including the accountants&rsquo; work papers) and any books of account,
records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client
or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the Independent
Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data
and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably
request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with,
and to make proposals and furnish advice with respect thereto to, the Company&rsquo;s officers, directors, key employees and independent
public accountants or any of them (and by this provision the Company authorizes said accountants to discuss with such Independent
Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice,
and as often as may be reasonably requested.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">14.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>DISTRIBUTION OF ASSETS</U>. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make
any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock,
by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(the &ldquo;<B>Distributions</B>&rdquo;), then the Holder will be entitled to such Distributions as if the Holder had held the
number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations
or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion
Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no
such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided,
however, that to the extent that the Holder&rsquo;s right to participate in any such Distribution would result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a
result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall
be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly
in abeyance) to the same extent as if there had been no such limitation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">15.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>AMENDING THE TERMS OF THIS NOTE</U>. The prior written consent of the Required Holders (as defined in the Securities
Purchase Agreement) shall be required for any change, waiver or amendment to this Note. Any change, waiver or amendment so approved
shall be binding upon all existing and future holders of this Note and any Other Notes; provided, however, that no such change,
waiver or, as applied to any of the Notes held by any particular holder of Notes, shall, without the written consent of that particular
holder, (i) reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend the Maturity Date, of the
Notes, (ii) disproportionally and adversely affect any rights under the Notes of any holder of Notes; or (iii) modify any of the
provisions of, or impair the right of any holder of Notes under this 15.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">16.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>TRANSFER</U>. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned
or transferred by the Holder without the consent of the Company, subject only to the provisions of Section 2(g) of the Securities
Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">17.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>REISSUANCE OF THIS NOTE</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transfer</U>. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 17(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 17(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this
Note may be less than the Principal stated on the face of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Lost, Stolen or Mutilated Note</U>. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 17(d)) representing the outstanding
Principal.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Note Exchangeable for Different Denominations</U>. This Note is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Note or Notes (in accordance with Section 17(d) and in principal amounts of at
least $1,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the time of such surrender.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Issuance of New Notes</U>. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such
new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal
remaining outstanding (or in the case of a new Note being issued pursuant to Section 17(a) or Section 17(c), the Principal designated
by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does
not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have
an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have
the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal
and Interest of this Note, from the Issuance Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">18.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF</U>. The remedies provided in this Note
shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents
at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the Holder&rsquo;s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of
this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as
expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the
computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other
available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from
any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond
or other security. 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&rsquo;s compliance with the terms and conditions of this Note (including, without limitation,
compliance with Section 7).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">19.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS</U>. If (a) this Note is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership
of the Company or other proceedings affecting Company creditors&rsquo; rights and involving a claim under this Note, then the Company
shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys&rsquo; fees and disbursements. The Company expressly
acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price
paid for this Note was less than the original Principal amount hereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">20.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>CONSTRUCTION; HEADINGS</U>. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and
shall not be construed against any such Person as the drafter hereof. The headings of this Note are for convenience of reference
and shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun
herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms &ldquo;including,&rdquo;
&ldquo;includes,&rdquo; &ldquo;include&rdquo; and words of like import shall be construed broadly as if followed by the words &ldquo;without
limitation.&rdquo; The terms &ldquo;herein,&rdquo; &ldquo;hereunder,&rdquo; &ldquo;hereof&rdquo; and words of like import refer
to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references
are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents,
shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented
to in writing by the Holder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">21.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>FAILURE OR INDULGENCE NOT WAIVER</U>. No failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless
it is in writing and signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained
in this Section 21 shall permit any waiver of any provision of Section 3(d).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">22.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>DISPUTE RESOLUTION</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Submission to Dispute Resolution</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(i) In the
case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, an Alternate Conversion Price, a
Black-Scholes Consideration Value, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the
applicable Redemption Price (as the case may be) (including, without limitation, a dispute relating to the determination of
any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via
facsimile or electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances
giving rise to such dispute or (B) if by the Holder at any time after the Holder learned of the circumstances giving rise to
such dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price,
such Closing Sale Price, such Conversion Price, such Alternate Conversion Price, such Black-Scholes Consideration Value, such
VWAP or such fair market value, or the arithmetic calculation of such Conversion Rate or such applicable Redemption Price (as
the case may be), at any time after the second (2<SUP>nd</SUP>) Business Day following such initial notice by the Company or
the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at
its sole option, select an independent, reputable investment bank to resolve such dispute.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 22 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5<SUP>th</SUP>) Business Day immediately following
the date on which the Holder selected such investment bank (the &ldquo;<B>Dispute Submission Deadline</B>&rdquo;) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the &ldquo;<B>Required Dispute
Documentation</B>&rdquo;) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the
Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute
Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other
support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on
the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless
otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company
nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection
with such dispute (other than the Required Dispute Documentation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank&rsquo;s resolution of
such dispute shall be final and binding upon all parties absent manifest error.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Miscellaneous</U>. The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to
arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under &sect; 7501, et seq. of the New York
Civil Practice Law and Rules (&ldquo;<B>CPLR</B>&rdquo;) and that the Holder is authorized to apply for an order to compel arbitration
pursuant to CPLR &sect; 7503(a) in order to compel compliance with this Section 22, (ii) a dispute relating to a Conversion Price
includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred
under Section 7(a), (B) the consideration per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether
any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded
Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security and (E) whether
a Dilutive Issuance occurred, (iii) the terms of this Note and each other applicable Transaction Document shall serve as the basis
for the selected investment bank&rsquo;s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby
expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be
made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank
shall apply such findings, determinations and the like to the terms of this Note and any other applicable Transaction Documents,
(iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this Section
22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set
forth in this Section 22 and (v) nothing in this Section 22 shall limit the Holder from obtaining any injunctive relief or other
equitable remedies (including, without limitation, with respect to any matters described in this Section 22).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">23.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>NOTICES; CURRENCY; PAYMENTS</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Notices</U>. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the
reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Currency</U>. All dollar amounts referred to in this Note are in United States Dollars (&ldquo;<B>U.S. Dollars</B>&rdquo;),
and all amounts owing under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall
be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. &ldquo;<B>Exchange
Rate</B>&rdquo; means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S.
Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed
that where an amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date
of such period of time).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Payments</U>. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise
expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn
on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the
Company in writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers
attached to the Securities Purchase Agreement), provided that the Holder may elect to receive a payment of cash via wire transfer
of immediately available funds by providing the Company with prior written notice setting out such request and the Holder&rsquo;s
wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a
Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other
amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable
by the Company in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such
amount was due until the same is paid in full (&ldquo;<B>Late Charge</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">24.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>CANCELLATION</U>. After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note
have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">25.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>WAIVER OF NOTICE</U>. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment,
protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this
Note and the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">26.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>GOVERNING LAW</U>. This Note shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Except as otherwise required
by Section 22 above, the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall be deemed
or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company&rsquo;s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder or (ii) shall limit, or shall be deemed or construed to limit,
any provision of Section 22. <B>THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">27.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>JUDGMENT CURRENCY</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>If for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary
to convert into any other currency (such other currency being hereinafter in this Section 27 referred to as the &ldquo;<B>Judgment
Currency</B>&rdquo;) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(i)
the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date: or</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.75in; text-align: justify; text-indent: 0.75in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the
date as of which such conversion is made pursuant to this Section 27(a)(ii) being hereinafter referred to as the &ldquo;<B>Judgment
Conversion Date</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>If in the case of any proceeding in the court of any jurisdiction referred to in Section 27(a)(ii) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased with
the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion
Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment
being obtained for any other amounts due under or in respect of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">28.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>SEVERABILITY</U>. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed
amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such
provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues
to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">29.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>MAXIMUM PAYMENTS</U>. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall
be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such
law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded
to the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">30.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>CERTAIN DEFINITIONS</U>. For purposes of this Note, the following terms shall have the following meanings:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>1933 Act</B>&rdquo; means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>1934 Act</B>&rdquo; means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Adjustment Right</B>&rdquo; means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 7) of shares of Common Stock (other
than rights of the type described in Section 6(a) hereof) that could result in a decrease in the net consideration received by
the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights,
cash adjustment or other similar rights).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Affiliate</B>&rdquo; means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that &ldquo;control&rdquo;
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Alternate Conversion Price</B>&rdquo; means, with respect to any Alternate Conversion that price which shall be
the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion,
(ii) 70% of the lowest Closing Sale Price of the Common Stock during the twenty (20) consecutive Trading Day period ending and
including the date of delivery or deemed delivery of the applicable Conversion Notice (such period, the &ldquo;<B>Alternate Conversion
Measuring Period</B>&rdquo;). All such determinations to 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 Alternate Conversion
Measuring Period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Approved Stock Plan</B>&rdquo; means any employee benefit plan which has been approved by the board of directors
of the Company prior to or subsequent to the Subscription Date pursuant to which shares of Common Stock and standard options to
purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity
as such.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Attribution Parties</B>&rdquo; means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder&rsquo;s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company&rsquo;s Common Stock
would or could be aggregated with the Holder&rsquo;s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Black Scholes Consideration Value</B>&rdquo; means the value of the applicable Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model
obtained from the &ldquo;OV&rdquo; function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale
Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents
with respect to the issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (ii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment
Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may
be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility obtained
from the &ldquo;HVT&rdquo; function on Bloomberg (determined utilizing a 365 day annualization factor) as of&nbsp;the Trading Day
immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Bloomberg</B>&rdquo; means Bloomberg, L.P.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(j)
&ldquo;<B>Business Day</B>&rdquo; means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Change of Control</B>&rdquo; means any Fundamental Transaction other than (i) any merger of the Company or any
of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization
or reclassification of the shares of Common Stock in which holders of the Company&rsquo;s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to
hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of
the surviving entity (or entities with the authority or voting power&nbsp;to elect the members of the board of directors (or their
equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification,
or (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company
or any of its Subsidiaries.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(l)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Change of Control Redemption Premium</B>&rdquo; means 130%.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(m)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Closing Bid Price</B>&rdquo; and &ldquo;<B>Closing Sale Price</B>&rdquo; 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 &ldquo;pink sheets&rdquo; by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing
Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the
Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved in accordance with the procedures in Section 22. All such determinations
shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions
during such period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Closing Date</B>&rdquo; shall have the meaning set forth in the Securities Purchase Agreement, which date is the
date the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Common Stock</B>&rdquo; means (i) the Company&rsquo;s shares of common stock, $0.001 par value per share, and
(ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(p)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Convertible Securities</B>&rdquo; means any stock or other security (other than Options) that is at any time and
under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(q)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Current Subsidiary</B>&rdquo; means any Person in which the Company on the Subscription Date, directly or indirectly,
(i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates
all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, &ldquo;<B>Current
Subsidiaries</B>&rdquo;.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(r)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Eligible Market</B>&rdquo; means The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the
Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(s)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Event Market Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the quotient determined
by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) Trading Days with the lowest VWAP of the Common
Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the sixteenth
(16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(t)
&ldquo;<B>Excluded Securities</B>&rdquo; means (i) shares of Common Stock or standard options to purchase Common Stock issued
to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to
an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common
Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the
aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B)
the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner
that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered
by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common
Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of
shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are
otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common
Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the
Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to
the terms thereof in effect as of the Subscription Date), and (iv) the shares of Common Stock issuable upon exercise of the
Warrants; provided, that the terms of the Warrants are not amended, modified or changed on or after the Subscription Date
(other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(u)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Fundamental Transaction</B>&rdquo; means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company or any of its &ldquo;significant subsidiaries&rdquo; (as defined
in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make,
or allow the Company to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a
purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common
Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities
making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not
outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with
any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related
transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the &ldquo;beneficial
owner&rdquo; (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held
by all such Subject Entities as of the date of this Note calculated as if any shares of Common Stock held by all such Subject Entities
were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form
merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval
of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>GAAP</B>&rdquo; means United States generally accepted accounting principles, consistently applied.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(w)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Group</B>&rdquo; means a &ldquo;group&rdquo; as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Holder Pro Rata Amount</B>&rdquo; means a fraction (i) the numerator of which is the original Principal amount
of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued
to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(y)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT> &ldquo;<B>Indebtedness</B>&rdquo; shall have the meaning ascribed to such term in the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(z)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Interest Date</B>&rdquo; means, with respect to any given calendar month, the first Trading Day of such calendar
month.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(aa)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Interest Rate</B>&rdquo; means eight percent (8%) per annum, as may be adjusted from time to time in accordance
with Section 2.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(bb)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Maturity Date</B>&rdquo; shall mean September 3, 2017; provided, however, the Maturity Date may be extended at
the option of the Holder (i) in the event that, and for so long as, an Event of Default shall have occurred and be continuing or
any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event
of Default or (ii) through the date that is twenty (20) Business Days after the consummation of a Fundamental Transaction in the
event that a Fundamental Transaction is publicly announced or a Change of Control Notice is delivered prior to the Maturity Date,
provided further that if a Holder elects to convert some or all of this Note pursuant to Section 3 hereof, and the Conversion Amount
would be limited pursuant to Section 3(d) hereunder, the Maturity Date shall automatically be extended until such time as such
provision shall not limit the conversion of this Note.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(cc)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>New Subsidiary</B>&rdquo; means, as of any date of determination, any Person in which the Company after the Subscription
Date, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest
of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all
of the foregoing, collectively, &ldquo;<B>New Subsidiaries</B>&rdquo;.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(dd)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Options</B>&rdquo; means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ee)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Parent Entity</B>&rdquo; of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ff)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Permitted Indebtedness</B>&rdquo; means (i) Indebtedness evidenced by this Note and the Other Notes, (ii) Indebtedness
set forth on Schedule 3(s) to the Securities Purchase Agreement, as in effect as of the Subscription Date and (iii) Indebtedness
secured by Permitted Liens or unsecured but as described in clauses (iv) and (v) of the definition of Permitted Liens.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(gg)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Permitted Liens</B>&rdquo; means (i) any Lien for taxes not yet due or delinquent or being contested in good faith
by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising
in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen&rsquo;s liens, mechanics&rsquo; liens and other similar liens, arising in
the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good
faith by appropriate proceedings, (iv) Liens (A) upon or in any equipment acquired or held by the Company or any of its Subsidiaries
to secure the purchase price of such equipment or Indebtedness incurred solely for the purpose of financing the acquisition or
lease of such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely
to the property so acquired and improvements thereon, and the proceeds of such equipment, in either case, with respect to Indebtedness
in an aggregate amount not to exceed $50,000, (v)&nbsp;Liens incurred in connection with the extension, renewal or refinancing
of the Indebtedness secured by Liens of the type described in clause (iv) above, provided that any extension, renewal or replacement
Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended,
renewed or refinanced does not increase, (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payments of custom duties in connection with the importation of goods, and (vii) Liens arising from judgments, decrees or attachments
in circumstances not constituting an Event of Default under Section 4(a)(x).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(hh)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Person</B>&rdquo; means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Principal Market</B>&rdquo; means the OTCQB.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(jj)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Redemption Notices</B>&rdquo; means, collectively, the Event of Default Redemption Notices, the Company Optional
Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a &ldquo;<B>Redemption
Notice</B>.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(kk)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Redemption Premium</B>&rdquo; means 130%.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ll)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Redemption Prices</B>&rdquo; means, collectively, Event of Default Redemption Prices, the Change of Control Redemption
Prices, and the Company Optional Redemption Prices, and each of the foregoing, individually, a &ldquo;<B>Redemption Price</B>.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(mm)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>SEC</B>&rdquo; means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(nn)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Securities Purchase Agreement</B>&rdquo; means that certain securities purchase agreement, dated as of the Subscription
Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended
from time to time.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(oo)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Subscription Date</B>&rdquo; means August 18, 2017.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(pp)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Subsidiaries</B>&rdquo; means, as of any date of determination, collectively, all Current Subsidiaries and all
New Subsidiaries, and each of the foregoing, individually, a &ldquo;<B>Subsidiary</B>.&rdquo;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(qq)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><B>&ldquo;Subject Entity</B>&rdquo; means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(rr)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT> &ldquo;<B>Successor Entity</B>&rdquo; means the Person (or, if so elected by the Holder, the Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with
which such Fundamental Transaction shall have been entered into.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ss)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Trading Day</B>&rdquo; means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that &ldquo;Trading Day&rdquo; shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations
relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(tt)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>VWAP</B>&rdquo; means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal 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 &ldquo;HP&rdquo; 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 &ldquo;pink sheets&rdquo; 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. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section
22. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(uu)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Warrants</B>&rdquo; has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include
all warrants issued in exchange therefor or replacement thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">31.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>DISCLOSURE</U>. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery
publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company
believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company
so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information
relating to the Company or any of its Subsidiaries. If the Company or any of its Subsidiaries provides material non-public information
to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material
non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the
Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to,
or a duty to any of the foregoing not to trade on the basis of, such material non-public information. Nothing contained in this
Section 31 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase
Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">[<I>signature page follows</I>]</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed as of the Issuance Date set out above.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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    <TD STYLE="width: 100%; padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>TIMEFIREVR INC. </B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:_________________________________&#9;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: __________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: Chief Executive Officer</TD></TR>
</TABLE><BR STYLE="clear: both">
<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 4in; text-align: justify; text-indent: -4in">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0 4in; text-align: justify; text-indent: -4in">&nbsp;</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><FONT STYLE="text-transform: uppercase"><B>EXHIBIT
I</B></FONT><BR>
<BR>
</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-align: center"><B>TIMEFIREVR INC </B><BR>
<B>CONVERSION NOTICE</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Reference is made
to the Senior Convertible Note (the &ldquo;<B>Note</B>&rdquo;) issued to the undersigned by TimeFireVR Inc., a Nevada corporation
(the &ldquo;<B>Company</B>&rdquo;). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the
Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock, $0.001 par value per share
(the &ldquo;<B>Common Stock</B>&rdquo;), of the Company, as of the date specified below. Capitalized terms not defined herein
shall have the meaning as set forth in the Note.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in">Date of Conversion:</TD>
    <TD COLSPAN="4" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="6" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.75in; text-align: justify">Aggregate Principal to be converted:</TD>
    <TD STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="6" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.75in; text-align: justify">Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:</TD>
    <TD STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="6" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in">AGGREGATE CONVERSION AMOUNT<BR>
&nbsp;TO BE CONVERTED:</TD>
    <TD STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="7" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">Please confirm the following information:</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="4" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Conversion Price:</TD>
    <TD COLSPAN="3" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Number of shares of Common Stock to be issued:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="7" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">&#9744;&#9;If this Conversion Notice is
        being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the following Alternate Conversion
        Price:____________</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 12pt 0 0; text-align: justify">Please issue the Common Stock into which
        the Note is being converted <FONT STYLE="font-size: 11.5pt">to Holder, or for its benefit, </FONT>as follows:</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 12pt 0 0 1in; text-align: justify; text-indent: -0.5in">&#9744;&#9;Check
        here if requesting delivery as a certificate to the following name and to the following address:</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Issue to:</TD>
    <TD COLSPAN="6" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 6pt; padding-left: 0.5in; text-align: justify">&nbsp;</TD>
    <TD COLSPAN="6" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 6pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 6pt; padding-left: 0.5in; text-align: justify">&nbsp;</TD>
    <TD COLSPAN="6" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 6pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="5" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="7" STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 110pt; text-indent: -1in">&#9;&#9744;&#9;Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">DTC Participant:</TD>
    <TD COLSPAN="4" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">DTC Number:</TD>
    <TD COLSPAN="5" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Account Number:</TD>
    <TD COLSPAN="5" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR>
    <TD STYLE="width: 194px">&nbsp;</TD>
    <TD STYLE="width: 52px">&nbsp;</TD>
    <TD STYLE="width: 16px">&nbsp;</TD>
    <TD STYLE="width: 75px">&nbsp;</TD>
    <TD STYLE="width: 39px">&nbsp;</TD>
    <TD STYLE="width: 33px">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

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<TR>
    <TD STYLE="vertical-align: top; width: 40%; padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt">Date: _____________ __, ___</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 156.6pt"><BR>
        Name of Registered Holder</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt">&nbsp;</P></TD>
    <TD STYLE="width: 60%; font: 12pt Times New Roman, Times, Serif">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt; text-indent: -18.45pt">By: _____________________________<BR>
Name: ________________________<BR>
Title: _________________________<BR>
<BR></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">Tax ID:_____________________</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">Facsimile:___________________</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">E-mail Address: ________________________</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="font: 12pt Times New Roman, Times, Serif; padding-bottom: 12pt; padding-left: 18.45pt; text-indent: -18.45pt">&nbsp;</TD></TR>
</TABLE>

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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>Exhibit II</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>ACKNOWLEDGMENT</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The Company hereby
(a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not]
eligible to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder&rsquo;s execution and delivery to the
Company of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs
_________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions
dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="RIGHT" STYLE="width: 50%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; width: 100%">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>TIMEFIREVR INC. </B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:_______________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: _________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: __________________________</TD></TR>
</TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>tfvr0821form8kexh10_3.htm
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
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<P STYLE="margin: 0; text-align: right"><B>EXHIBIT 10.3</B></P>

<P STYLE="margin: 0; text-align: right"><B>&nbsp;</B></P>

<P STYLE="margin: 0; text-align: left"></P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><FONT STYLE="font-variant: normal; text-transform: uppercase">NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE 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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE 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. THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION</FONT> <FONT STYLE="font-variant: normal">1(a)
<FONT STYLE="text-transform: uppercase">OF THIS WARRANT.</FONT></FONT></P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">TimeFireVR Inc</P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: center">Warrant To Purchase Common Stock</P>

<P STYLE="font: small-caps bold 12pt Times New Roman, Times, Serif; margin: 0; text-align: left">&nbsp;</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">Warrant No.: ___</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Date of Issuance: ________________ (&ldquo;<B>Issuance
Date</B>&rdquo;)</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">TimeFireVR Inc.,
a Nevada corporation (the &ldquo;<B>Company</B>&rdquo;), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, _________________, the registered holder hereof or its permitted assigns (the
&ldquo;<B>Holder</B>&rdquo;), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, the &ldquo;<B>Warrant</B>&rdquo;), at any time or times on or
after the six month anniversary of the Issuance Date (the &ldquo;<B>Initial Exercisability Date</B>&rdquo;), but not after 11:59
p.m., New York time, on the Expiration Date (as defined below), ____________ (subject to adjustment as provided herein) fully paid
and non-assessable shares of Common Stock (as defined below) (the &ldquo;<B>Warrant Shares</B>&rdquo;, and such number of Warrant
Shares, the &ldquo;<B>Warrant Number</B>&rdquo;). Except as otherwise defined herein, capitalized terms in this Warrant shall have
the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the &ldquo;<B>SPA Warrants</B>&rdquo;)
issued pursuant to Section&nbsp;1 of that certain Securities Purchase Agreement, dated as of ___________________ (the &ldquo;<B>Subscription
Date</B>&rdquo;), by and among the Company and the investors (the &ldquo;<B>Buyers</B>&rdquo;) referred to therein, as amended
from time to time (the &ldquo;<B>Securities Purchase Agreement</B>&rdquo;).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">1.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>EXERCISE OF WARRANT.</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Mechanics of Exercise</U>. Subject to the terms and conditions hereof (including, without limitation, the limitations
set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Initial Exercisability Date
(an &ldquo;<B>Exercise Date</B>&rdquo;), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice,
in the form attached hereto as <B><U>Exhibit A</U></B> (the &ldquo;<B>Exercise Notice</B>&rdquo;), of the Holder&rsquo;s election
to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver
payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number
of Warrant Shares as to which this Warrant was so exercised (the &ldquo;<B>Aggregate Exercise Price</B>&rdquo;) in cash or via
wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise
was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original
of this Warrant in order to effect an exercise hereunder unless no Warrant Shares are issuable thereafter. Execution and delivery
of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution
and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the
original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1<SUP>st</SUP>)
Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or
electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as <B><U>Exhibit
B</U></B>, to the Holder and the Company&rsquo;s transfer agent (the &ldquo;<B>Transfer Agent</B>&rdquo;), which confirmation shall
constitute an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before
the third (3<SUP>rd</SUP>) Trading Day following the date on which the Company has received such Exercise Notice (or such earlier
date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Warrant
Shares initiated on the applicable Exercise Date), the Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (&ldquo;<B>DTC</B>&rdquo;) Fast Automated Securities Transfer Program, upon the request of the Holder,
credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder&rsquo;s
or its designee&rsquo;s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and deliver (via
reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to such exercise. Upon
delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder&rsquo;s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be).
If this Warrant is submitted in connection with any exercise pursuant to this Section&nbsp;1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise
and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon
as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay
any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of
the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.
Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise),
the Company&rsquo;s failure to deliver Warrant Shares to the Holder on or prior to the later of ((i) three (3) Trading Days after
receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule
or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (ii) one (1)
Trading Day after the Company&rsquo;s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise (such later
date, the &ldquo;<B>Share Delivery Date</B>&rdquo;) shall not be deemed to be a breach of this Warrant. Notwithstanding anything
to the contrary contained in this Warrant, after the effective date of a registration statement registering for resale any Warrant
Shares issuable hereunder and prior to the Holder&rsquo;s receipt of notice that such registration statement is no longer available,
the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to the Holder (or its designee) in connection
with any sale of Warrant Shares with respect to which the Holder has entered into a contract for sale, and delivered a copy of
the prospectus included as part of the particular registration statement to the extent applicable, and for which the Holder has
not yet settled. From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent
that participates in the DTC&rsquo;s Fast Automated Securities Transfer Program.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b) <U>Exercise
Price</U>. For purposes of this Warrant, &ldquo;<B>Exercise Price</B>&rdquo; means $0.35, subject to adjustment as provided
herein.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Company&rsquo;s Failure to Timely Deliver Securities</U>. If the Company shall fail, for any reason or for no reason,
on or prior to the Share Delivery Date, if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Warrant Shares to which the Holder
is entitled and register such Warrant Shares on the Company&rsquo;s share register or, if the Transfer Agent is participating in
the DTC Fast Automated Securities Transfer Program, to credit the balance account of the Holder or the Holder&rsquo;s designee
with DTC for such number of Warrant Shares to which the Holder is entitled upon the Holder&rsquo;s exercise of this Warrant (as
the case may be) (a &ldquo;<B>Delivery Failure</B>&rdquo;), then, in addition to all other remedies available to the Holder, (X)
the Company shall pay in cash to the Holder on each day after the Share Delivery Date and during such Delivery Failure an amount
equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the Share
Delivery Date and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected by the Holder
in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending on the applicable Share
Delivery Date, and (Y) the Holder, upon written notice to the Company, may void its Exercise Notice with respect to, and retain
or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice;
provided that the voiding of an Exercise Notice shall not affect the Company&rsquo;s obligations to make any payments which have
accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise. In addition to the foregoing, if on or prior
to the Share Delivery Date the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company
shall fail to issue and deliver to the Holder (or its designee) a certificate and register such shares of Common Stock on the Company&rsquo;s
share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent
shall fail to credit the balance account of the Holder or the Holder&rsquo;s designee with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder&rsquo;s exercise hereunder or pursuant to the Company&rsquo;s obligation
pursuant to clause (ii) below, and if on or after such Share Delivery Date the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon
such exercise that the Holder is entitled to receive from the Company and has not received from the Company in connection with
such Delivery Failure or Notice Failure, as applicable (a &ldquo;<B>Buy-In</B>&rdquo;), then, in addition to all other remedies
available to the Holder, the Company shall, within three (3) Business Days after the Holder&rsquo;s request and in the Holder&rsquo;s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder&rsquo;s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation,
by any other Person in respect, or on behalf, of the Holder) (the &ldquo;<B>Buy-In Price</B>&rdquo;), at which point the Company&rsquo;s
obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of
such Holder or such Holder&rsquo;s designee, as applicable, with DTC for the number of Warrant Shares to which the Holder is entitled
upon the Holder&rsquo;s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly
honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit
the balance account of such Holder or such Holder&rsquo;s designee, as applicable, with DTC for the number of Warrant Shares to
which the Holder is entitled upon the Holder&rsquo;s exercise hereunder (as the case may be) and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice
and ending on the date of such issuance and payment under this clause (ii) (the &ldquo;<B>Buy-In Payment Amount</B>&rdquo;). Nothing
shall limit the Holder&rsquo;s right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company&rsquo;s failure to timely deliver
certificates representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of
this Warrant as required pursuant to the terms hereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Cashless Exercise</U>. Notwithstanding anything contained herein to the contrary (other than Section&nbsp;1(f) below),
if at the time of exercise hereof a registration statement is not effective for the resale by the Holder of all of the Warrant
Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead
to receive upon such exercise the &ldquo;Net Number&rdquo; of Warrant Shares determined according to the following formula (a &ldquo;<B>Cashless
Exercise</B>&rdquo;):</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 0pt; text-indent: 1in">&#9;Net Number = <U>(A x B) - (A x C)</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 100pt; text-indent: 1in">&nbsp;&nbsp;&nbsp;<U></U>D</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">For purposes of
the foregoing formula:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify">A= the total number of shares with
respect to which this Warrant is then being exercised.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify">B = as applicable (the &ldquo;<B>Current
Price</B>&rdquo;): (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section&nbsp;1(a) hereof on a day that is
not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of &ldquo;regular
trading hours&rdquo; (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) the Bid Price of the Common Stock as of the time of the Holder&rsquo;s execution of the applicable Exercise Notice if
such Exercise Notice is executed during &ldquo;regular trading hours&rdquo; on a Trading Day and is delivered within two (2) hours
thereafter pursuant to Section 1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise
Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to
Section&nbsp;1(a) hereof after the close of &ldquo;regular trading hours&rdquo; on such Trading Day.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 74.8pt; text-align: justify; text-indent: -2.8pt">C = the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 1in; text-align: justify">D = the lower of (I) the quotient
of (x) the sum of the VWAP of the Common Stock of each of the twenty (20) Trading Days ending at the close of business on the Principal
Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) twenty (20) and
(II) the applicable Current Price.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 1in">For purposes of Rule
144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in
a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be
deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Disputes</U>. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of
the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number
of Warrant Shares that are not disputed and resolve such dispute in accordance with Section&nbsp;13.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Limitations on Exercises</U>. The Company shall not effect the exercise of any portion of this Warrant, and the Holder
shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any
such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the
Holder together with the other Attribution Parties collectively would beneficially own in excess of the maximum percentage set
forth on the Holder&rsquo;s signature page of the Securities Purchase Agreement (or other joinder agreement or assignment agreement,
if applicable) (the &ldquo;<B>Maximum Percentage</B>&rdquo;) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties
and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without
limitation, any convertible notes or convertible preferred stock or warrants, including other SPA Warrants) beneficially owned
by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained
in this Section 1(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section
13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon
the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares
of Common Stock as reflected in (x) the Company&rsquo;s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the
Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common
Stock outstanding (the &ldquo;<B>Reported Outstanding Share Number</B>&rdquo;). If the Company receives an Exercise Notice from
the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number,
the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent
that such Exercise Notice would otherwise cause the Holder&rsquo;s beneficial ownership, as determined pursuant to this Section
1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired
pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the &ldquo;<B>Reduction Shares</B>&rdquo;)
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which
the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon
exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the
1934 Act), the number of shares so issued by which the Holder&rsquo;s and the other Attribution Parties&rsquo; aggregate beneficial
ownership exceeds the Maximum Percentage (the &ldquo;<B>Excess Shares</B>&rdquo;) shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable
after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price
paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase
(with such increase not effective until the sixty-first (61<SUP>st</SUP>) day after delivery of such notice) or decrease the Maximum
Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the
Maximum Percentage will not be effective until the sixty-first (61<SUP>st</SUP>) day after such notice is delivered to the Company
and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder
of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant
to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for
any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant
pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent
determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this
paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in
this paragraph may not be waived and shall apply to a successor holder of this Warrant.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Reservation of Shares</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Required Reserve Amount</U>. So long as this Warrant remains outstanding, the Company shall at all times keep reserved
for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company&rsquo;s obligation to issue shares of Common Stock under the SPA Warrants then
outstanding (without regard to any limitations on exercise) (the &ldquo;<B>Required Reserve Amount</B>&rdquo;); provided that at
no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g)(i) be reduced other than proportionally
in connection with (i) any exercise or redemption of SPA Warrants or such other event covered by Section 2(a) below, or (ii) upon
an exercise of a Warrant, the shares reserved shall be reduced by the same number of Warrant Shares issued. The Required Reserve
Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the
holders of the SPA Warrants based on number of shares of Common Stock issuable upon exercise of SPA Warrants held by each holder
on the Closing Date (without regard to any limitations on exercise) or increase in the number of reserved shares, as the case may
be (the &ldquo;<B>Authorized Share Allocation</B>&rdquo;). In the event that a holder shall sell or otherwise transfer any of such
holder&rsquo;s SPA Warrants, each transferee shall be allocated a pro rata portion of such holder&rsquo;s Authorized Share Allocation.
Any shares of Common Stock reserved and allocated to any Person which ceases to hold any SPA Warrants shall be allocated to the
remaining holders of SPA Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the SPA Warrants
then held by such holders (without regard to any limitations on exercise).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Insufficient Authorized Shares</U>. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any
time while any of the SPA Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved
shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an &ldquo;<B>Authorized Share Failure</B>&rdquo;),
then the Company shall immediately take all action necessary to increase the Company&rsquo;s authorized shares of Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit
its stockholders&rsquo; approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend
to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares of Common
Stock upon an exercise of this Warrant due to the failure by the Company to have sufficient shares of Common Stock available out
of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the &ldquo;<B>Authorization
Failure Shares</B>&rdquo;), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in
exchange for the cancellation of such portion of this Warrant exercisable into such Authorization Failure Shares at a price equal
to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with
respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under this Section
1(f); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount, brokerage commissions and other
out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained in this Section 1(g) shall limit
any obligations of the Company under any provision of the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Right of Alternate Exercise</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Eligibility for an Alternate Exercise</U>. Notwithstanding anything herein to the contrary, at any time after the occurrence
of an Event of Default (as defined in the Notes) under the Notes (assuming, for such purpose, that the Notes remain outstanding
as of such time of determination and regardless of whether such Event of Default has been cured or if the Holder has delivered
an Event of Default Redemption Notice (as defined in the Notes) to the Company) (each, an &ldquo;<B>Alternate Exercise Eligibility
Date</B>&rdquo;), the Company shall within one (1) Business Day deliver written notice thereof via facsimile and overnight courier
(with next day delivery specified) (each, an &ldquo;<B>Alternate Exercise Eligibility Notice</B>&rdquo;) to the Holder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Alternate Exercise Mechanics</U>. At any time after the occurrence of any Alternate Exercise Eligibility Date, the Holder
may, at such Holder&rsquo;s option, exercise (each, a &ldquo;<B>Alternate Exercise</B>&rdquo;) all, or any part of, this Warrant
(such portion of this Warrant being exercised, the &ldquo;<B>Alternate Exercise Amount</B>&rdquo;) into Common Stock at the Alternate
Exercise Price (with &ldquo;Alternate Exercise Price&rdquo; replacing &ldquo;Exercise Price&rdquo; for all purposes hereunder with
respect to such Alternate Exercise) by designating in the Exercise Notice delivered pursuant to Section 1(a) that the Holder is
electing to use the Alternate Exercise Price for such Exercise. Notwithstanding anything to the contrary in this Section 1(h),
but subject to Section 1(f), until the Company delivers Common Stock representing the Alternate Exercise Amount to the Holder,
such Alternate Exercise Amount may be exercised by the Holder into Common Stock pursuant to Section 1(a) without regard to this
Section 1(h).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="font-size: 11pt; text-transform: none">2.</FONT><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt; text-transform: none">
</FONT><FONT STYLE="font-size: 11pt"><U>ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES</U>. </FONT>The Exercise Price
and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in
this Section&nbsp;2.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Stock Dividends and Splits</U>. Without limiting any provision of Section&nbsp;2(b) or Section&nbsp;4, if the Company,
at any time on or after the Subscription Date, (i) pays a stock dividend on one or more classes of its then outstanding shares
of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii)
subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares
of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more
classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock 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 clause (i) of this paragraph shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii)
or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any
event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then
the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Adjustment Upon Issuance of Shares of Common Stock</U>. If and whenever on or after the Subscription Date, the Company
issues or sells, or in accordance with this Section&nbsp;2 is deemed to have issued or sold, any shares of Common Stock (including
the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities
issued or sold or deemed to have been issued or sold) for a consideration per share (the &ldquo;<B>New Issuance Price</B>&rdquo;)
less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such
Exercise Price then in effect is referred to herein as the &ldquo;<B>Applicable Price</B>&rdquo;) (the foregoing a &ldquo;<B>Dilutive
Issuance</B>&rdquo;), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount
equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise
Price and the New Issuance Price under this Section&nbsp;2(b)), the following shall be applicable:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Issuance of Options</U>. If the Company in any manner grants or sells any Options and the lowest price per share for
which one share of Common Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange
of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section&nbsp;2(b)(i),
the &ldquo;lowest price per share for which one share of Common Stock is at any time issuable upon the exercise of any such Options
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant
to the terms thereof&rdquo; shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise
of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise
pursuant to the terms thereof and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is
issuable (or may become issuable assuming all possible market conditions) upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms
thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other Person) upon the granting or
sale of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable
upon exercise of such Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon
the exercise of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Convertible Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Issuance of Convertible Securities</U>. If the Company in any manner issues or sells any Convertible Securities and the
lowest price per share for which one share of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof
or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities
for such price per share. For the purposes of this Section&nbsp;2(b)(ii), the &ldquo;lowest price per share for which one share
of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof&rdquo;
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or
exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible
Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the
actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise
pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section&nbsp;2(b), except as
contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Change in Option Price or Rate of Conversion</U>. If the purchase or exercise price provided for in any Options, the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases
or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an
event referred to in Section 2(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to
the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased
or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time
initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security that
was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof
shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section&nbsp;2(b)
shall be made if such adjustment would result in an increase of the Exercise Price then in effect.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iv)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Calculation of Consideration Received</U>. If any Option and/or Convertible Security and/or Adjustment Right is issued
in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the
Holder, the &ldquo;<B>Primary Security</B>&rdquo;, and such Option and/or Convertible Security and/or Adjustment Right, the &ldquo;<B>Secondary
Securities</B>&rdquo;), together comprising one integrated transaction, (or one or more transactions if such issuances or sales
or deemed issuances or sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are
consummated in reasonable proximity to each other and/or (C) are consummated under the same plan of financing) the aggregate consideration
per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest
price per share for which one share of Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii)
above, as applicable) in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to such
Secondary Securities, the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value
(as determined by the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right,
if any, and (III) the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined
on a per share basis in accordance with this Section 2(b)(iv). If any shares of Common Stock, Options or Convertible Securities
are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining
the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the
Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any
shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of
such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option
or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair
value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each
of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options
or Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities
will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after
the occurrence of an event requiring valuation (the &ldquo;<B>Valuation Event</B>&rdquo;), the fair value of such consideration
will be determined within five (5) Trading Days after the tenth (10<SUP>th</SUP>) day following such Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding
upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Record Date</U>. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
them (A)&nbsp;to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities
or (B)&nbsp;to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will
be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase
(as the case may be).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Number of Warrant Shares</U>. Simultaneously with any adjustment to the Exercise Price pursuant to this Section&nbsp;2,
the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately,
so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise
contained herein).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Holder&rsquo;s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities</U>.
In addition to and not in limitation of the other provisions of this Section&nbsp;2, if the Company in any manner issues or sells
or enters into any agreement to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, &ldquo;<B>Variable
Price Securities</B>&rdquo;) after the Subscription Date that are issuable pursuant to such agreement or convertible into or exchangeable
or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock,
including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution
provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such
variable price being herein referred to as, the &ldquo;<B>Variable Price</B>&rdquo;), the Company shall provide written notice
thereof via facsimile and overnight courier to the Holder on the date of such agreement and the issuance of such Convertible Securities
or Options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder
shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon
exercise of this Warrant by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes
of such exercise the Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder&rsquo;s
election to rely on a Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable
Price for any future exercises of this Warrant.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Stock Combination Event Adjustment</U>. If at any time and from time to time on or after the Issuance Date there occurs
any stock split, stock dividend, stock combination recapitalization or other similar transaction involving the Common Stock (each,
a &ldquo;<B>Stock Combination Event</B>&rdquo;, and such date thereof, the &ldquo;<B>Stock Combination Event Date</B>&rdquo;) and
the Event Market Price is less than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above),
then on the sixteenth (16th) Trading Day immediately following such Stock Combination Event, the Exercise Price then in effect
on such sixteenth (16th) Trading Day (after giving effect to the adjustment in clause 2(a) above) shall be reduced (but in no event
increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would
otherwise result in an increase in the Exercise Price hereunder, no adjustment shall be made.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Other Events</U>. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement))
shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect
the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights
or other rights with equity features), then the Company&rsquo;s board of directors shall in good faith determine and implement
an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of
the Holder, provided that no such adjustment pursuant to this Section 2(f) will increase the Exercise Price or decrease the number
of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such
adjustments as appropriately protecting its interests hereunder against such dilution, then the Company&rsquo;s board of directors
and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate
adjustments, whose determination shall be final and binding absent manifest error and whose fees and expenses shall be borne by
the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Calculations</U>. All calculations under this Section&nbsp;2 shall be made by rounding to the nearest cent or the nearest
1/100<SUP>th</SUP> of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance
or sale of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Voluntary Adjustment By Company</U>. The Company may at any time during the term of this Warrant, with the prior written
consent of the Required Holders (as defined in the Securities Purchase Agreement), reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the board of directors of the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">3.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>RIGHTS UPON DISTRIBUTION OF ASSETS</U>. In addition to any adjustments pursuant to Section&nbsp;2 above, if the
Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of
shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock
or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a &ldquo;<B>Distribution</B>&rdquo;), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including
without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if
no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, that to the extent that the Holder&rsquo;s right to participate in any such Distribution
would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled
to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership
of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and
the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as
its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time
or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or
on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">4.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Purchase Rights</U>. In addition to any adjustments pursuant to Section&nbsp;2 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Stock (the &ldquo;<B>Purchase Rights</B>&rdquo;), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such
Purchase Rights (<U>provided</U>, <U>however</U>, that to the extent that the Holder&rsquo;s right to participate in any such Purchase
Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be entitled to beneficial
ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such
excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase
Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Fundamental Transactions</U>. The Company shall not enter into or be party to a Fundamental Transaction unless (i)&nbsp;
the Successor Entity assumes in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
(as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section&nbsp;4(b) pursuant to written
agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including
agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise 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 adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this
Warrant immediately prior to the consummation of such Fundamental Transaction) and (ii)&nbsp;the Successor Entity (including its
Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon
the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and
after the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the &ldquo;Company&rdquo; shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor
Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the
consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets
or other property (except such items still issuable under Sections&nbsp;3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly
traded common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior
to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance
with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder may elect,
at its sole option, by delivery of written notice to the Company to waive this Section&nbsp;4(b) to permit the Fundamental Transaction
without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of each Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a &ldquo;<B>Corporate Event</B>&rdquo;), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any
time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of
the Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections&nbsp;3 and
4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental
Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase
or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably
satisfactory to the Holder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Black Scholes Value</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT><U>Fundamental Transaction Redemption</U>. Notwithstanding the foregoing and the provisions of Section&nbsp;4(b) above,
at the request of the Holder delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental
Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction
through the date that is ninety (90) days after the public disclosure of the consummation of such Fundamental Transaction by the
Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall
purchase this Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Black
Scholes Value. Payment of such amounts shall be made by the Company (or at the Company&rsquo;s direction) to the Holder on or prior
to the later of (x) the second (2<SUP>nd</SUP>) Trading Day after the date of such request and (y) the date of consummation of
such Fundamental Transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Event of Default Redemption</U>. Notwithstanding the foregoing and the provisions of Section&nbsp;4(b) above, at the
request of the Holder delivered at any time after the occurrence of an Event of Default (as defined in the Notes)(assuming for
such purpose that the Notes remain outstanding), the Company or the Successor Entity (as the case may be) shall purchase this Warrant
from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Event of Default Black Scholes
Value.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Application</U>. The provisions of this Section&nbsp;4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without
regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit
of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter
receivable upon exercise of this Warrant (or any such other warrant)).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">5.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>NONCIRCUMVENTION</U>. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles
of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of
any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant. Notwithstanding anything herein to the contrary, if after
the sixty (60) calendar day anniversary of the Issuance Date, the Holder is not permitted to exercise this Warrant in full for
any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall use its best efforts to promptly
remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such exercise into
shares of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">6.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>WARRANT HOLDER NOT DEEMED A STOCKHOLDER</U>. Except as otherwise specifically provided herein, the Holder, solely
in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share
capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely
in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In
addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section&nbsp;6, the Company shall provide the Holder with copies of the same
notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to
the stockholders.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">7.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>REISSUANCE OF WARRANTS.</U></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Transfer of Warrant</U>. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company,
whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section&nbsp;7(d)),
registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the
Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section&nbsp;7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Lost, Stolen or Mutilated Warrant</U>. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated
below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section&nbsp;7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Exchangeable for Multiple Warrants</U>. This Warrant is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Warrant or Warrants (in accordance with Section&nbsp;7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
no warrants for fractional shares of Common Stock shall be given.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Issuance of New Warrants</U>. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section&nbsp;7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common
Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then
underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as
the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">8.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>NOTICES</U>. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such
notice shall be given in accordance with Section&nbsp;9(f) of the Securities Purchase Agreement. The Company shall provide the
Holder with prompt written notice of all actions taken pursuant to this Warrant (other than the issuance of shares of Common Stock
upon exercise in accordance with the terms hereof), including in reasonable detail a description of such action and the reason
therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying,
the calculation of such adjustment(s), (ii) at least fifteen (15) days prior to the date on which the Company closes its books
or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to
holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such
notice being provided to the Holder, (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction
and (iv) within one (1) Business Day of the occurrence of an Event of Default (as defined in the Notes), setting forth in reasonable
detail any material events with respect to such Event of Default and any efforts by the Company to cure such Event of Default.
To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities Purchase
Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information
to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material
non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the
Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to,
or a duty to any of the foregoing not to trade on the basis of, such material non-public information. It is expressly understood
and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed
or challenged by the Company.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">9.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>AMENDMENT AND WAIVER</U>. Except as otherwise provided herein, the provisions of this Warrant (other than Section&nbsp;1(f))
may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company has obtained the written consent of the Required Holders (as defined in the Securities Purchase Agreement).
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">10.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>SEVERABILITY</U>. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid
or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited
nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations
or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the
parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">11.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>GOVERNING LAW</U>. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 9(f) of the Securities Purchase
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company&rsquo;s
obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or
other court ruling in favor of the Holder. <B>THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY
TRANSACTION CONTEMPLATED HEREBY.</B></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">12.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>CONSTRUCTION; HEADINGS</U>. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and
shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other
Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as defined in the Securities Purchase
Agreement) in such other Transaction Documents unless otherwise consented to in writing by the Holder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">13.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>DISPUTE RESOLUTION</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Submission to Dispute Resolution</U>.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>In the case of a dispute relating to the Exercise Price, the Closing Sale Price, the Bid Price, Black Scholes Consideration
Value, Event of Default Black Scholes Value, Black Scholes Value or fair market value or the arithmetic calculation of the number
of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing),
the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile (A) if by the Company,
within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, at
any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to
promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such Bid Price, such Black Scholes Consideration
Value, Event of Default Black Scholes Value, Black Scholes Value or such fair market value or such arithmetic calculation of the
number of Warrant Shares (as the case may be), at any time after the second (2<SUP>nd</SUP>) Business Day following such initial
notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder (as the case may be), then
the Holder may, at its sole option, select an independent, reputable investment bank to resolve such dispute.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(ii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect to
such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5<SUP>th</SUP>) Business Day immediately following
the date on which the Holder selected such investment bank (the &ldquo;<B>Dispute Submission Deadline</B>&rdquo;) (the documents
referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the &ldquo;<B>Required Dispute
Documentation</B>&rdquo;) (it being understood and agreed that if either the Holder or the Company fails to so deliver all of the
Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute
Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other
support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on
the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless
otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither the Company
nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection
with such dispute (other than the Required Dispute Documentation).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 0.5in; text-align: justify; text-indent: 0.5in">(iii)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank&rsquo;s resolution of
such dispute shall be final and binding upon all parties absent manifest error.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><U>Miscellaneous</U>. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to
arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under &sect;
7501, et seq. of the New York Civil Practice Law and Rules (&ldquo;<B>CPLR</B>&rdquo;) and that the Holder is authorized to apply
for an order to compel arbitration pursuant to CPLR &sect; 7503(a) in order to compel compliance with this Section 13, (ii) a dispute
relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of
Common Stock occurred, (C) whether any issuance or sale or deemed issuance or sale of Common Stock was an issuance or sale or deemed
issuance or sale of Excluded Securities, (D) whether an agreement, instrument, security or the like constitutes and Option or Convertible
Security and (E) whether a Dilutive Issuance occurred, (iii) the terms of this Warrant and each other applicable Transaction Document
shall serve as the basis for the selected investment bank&rsquo;s resolution of the applicable dispute, such investment bank shall
be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines
are required to be made by such investment bank in connection with its resolution of such dispute (including, without limitation,
determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration
per share at which an issuance or deemed issuance of Common Stock occurred, (C) whether any issuance or sale or deemed issuance
or sale of Common Stock was an issuance or sale or deemed issuance or sale of Excluded Securities, (D) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security and (E) whether a Dilutive Issuance occurred) and in resolving
such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Warrant and any other
applicable Transaction Documents, (iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit
any dispute described in this Section 13 to any state or federal court sitting in The City of New York, Borough of Manhattan in
lieu of utilizing the procedures set forth in this Section 13 and (v) nothing in this Section 13 shall limit the Holder from obtaining
any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this
Section 13).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">14.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF</U>. The remedies provided in this
Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of this
Warrant. 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, exercises and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any
other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder
will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore
agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to
all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable
relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting
a bond or other security. 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&rsquo;s compliance with the terms and conditions of this Warrant (including, without
limitation, compliance with Section&nbsp;2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon
the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">15.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS</U><FONT STYLE="text-transform: none">. If (a) this Warrant
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or
the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b)
there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors&rsquo;
rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys&rsquo; fees and disbursements. </FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">16.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>TRANSFER</U>. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company,
except as may otherwise be required by Section [2(g)] of the Securities Purchase Agreement.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: justify; text-indent: 0in"><FONT STYLE="text-transform: none">17.<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT></FONT><U>CERTAIN DEFINITIONS</U>. For purposes of this Warrant, the following terms shall have the following meanings:</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(a)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>1933 Act</B>&rdquo; means the Securities Act of 1933, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(b)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>1934 Act</B>&rdquo; means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(c)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Adjustment Right</B>&rdquo; means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section&nbsp;2) of shares of Common Stock
(other than rights of the type described in Section&nbsp;3 and 4 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement
rights, cash adjustment or other similar rights).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(d)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Affiliate</B>&rdquo; means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that &ldquo;control&rdquo;
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(e)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Alternate Exercise Price</B>&rdquo; means, with respect to any Alternate Exercise that price which shall be the
lowest of (i) the applicable Exercise Price as in effect on the applicable Exercise Date of the applicable Alternate Exercise,
(ii) 70% of the lowest Closing Sale Price of the Common Stock during the twenty (20) consecutive Trading Day period ending and
including the date of delivery or deemed delivery of the applicable Exercise Notice (such period, the &ldquo;<B>Alternate Exercise
Measuring Period</B>&rdquo;). All such determinations to 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 Alternate Exercise
Measuring Period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(f)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Approved Stock Plan</B>&rdquo; means any employee benefit plan which has been approved by the board of directors
of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase
Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(g)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Attribution Parties</B>&rdquo; means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder&rsquo;s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company&rsquo;s Common Stock
would or could be aggregated with the Holder&rsquo;s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(h)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Bid Price</B>&rdquo; means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or
if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security
by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported
in the &ldquo;pink sheets&rdquo; by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid
Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section&nbsp;13. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(i)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Black Scholes Consideration Value</B>&rdquo; means the value of the applicable Option, Convertible Security or
Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model
obtained from the &ldquo;OV&rdquo; function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale
Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents
with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding
to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as
the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii)
a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the
&ldquo;HVT&rdquo; function on Bloomberg (determined utilizing a 365 day annualization factor) as of&nbsp;the Trading Day immediately
following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(j)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Black Scholes Value</B>&rdquo; means the value of the unexercised portion of this Warrant remaining on the date
of the Holder&rsquo;s request pursuant to Section&nbsp;4(c)(i), which value is calculated using the Black Scholes Option Pricing
Model obtained from the &ldquo;OV&rdquo; function on Bloomberg utilizing (i) an underlying price per share equal to the greater
of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding
the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier)
and ending on the Trading Day of the Holder&rsquo;s request pursuant to Section 4(c)(i) and (2) the sum of the price per share
being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered
in the applicable Fundamental Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on the date of the
Holder&rsquo;s request pursuant to Section&nbsp;4(c)(i), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder&rsquo;s request pursuant
to Section&nbsp;4(c)(i) and (2) the remaining term of this Warrant as of the date of consummation of the applicable Fundamental
Transaction or as of the date of the Holder&rsquo;s request pursuant to Section&nbsp;4(c)(i) if such request is prior to the date
of the consummation of the applicable Fundamental Transaction, (iv) a zero cost of borrow and (v) an expected volatility equal
to the greater of 100% and the 30 day volatility obtained from the &ldquo;HVT&rdquo; function on Bloomberg (determined utilizing
a 365 day annualization factor) as of the Trading Day immediately following the earliest to occur of (A) the public disclosure
of the applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental Transaction and (C) the date on which
the Holder first became aware of the applicable Fundamental Transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(k)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Bloomberg</B>&rdquo; means Bloomberg, L.P.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(l)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Business Day</B>&rdquo; means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(m)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Closing Sale Price</B>&rdquo; means, for any security as of any date, the last closing trade price for such security
on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and
does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded
as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security
by Bloomberg, the average of the ask prices of any market makers for such security as reported in the &ldquo;pink sheets&rdquo;
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved in accordance with the procedures in Section&nbsp;13. All such determinations shall
be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(n)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Common Stock</B>&rdquo; means (i)&nbsp;the Company&rsquo;s shares of common stock, $0.0001 par value per share,
and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(o)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Convertible Securities</B>&rdquo; means any stock or other security (other than Options) that is at any time and
under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(p)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Eligible Market</B>&rdquo; means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market,
the Nasdaq Global Market, the Nasdaq Capital Market or the Principal Market.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(q)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Event Market Price</B>&rdquo; means, with respect to any Stock Combination Event Date, the quotient determined
by dividing (x) the sum of the VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive
Trading Day period ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock
Combination Event Date, divided by (y) five (5).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(r)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Event of Default Black Scholes Value</B>&rdquo; means the value of the unexercised portion of this Warrant remaining
on the date of the Holder&rsquo;s request pursuant to Section&nbsp;4(c)(ii), which value is calculated using the Black Scholes
Option Pricing Model obtained from the &ldquo;OV&rdquo; function on Bloomberg utilizing (i) an underlying price per share equal
to the highest Closing Sale Price of the Common Stock during the period beginning on the date of the occurrence of the Event of
Default through the date all Events of Default have been cured (assuming for such purpose that the Notes remain outstanding) or,
if earlier, the Trading Day of the Holder&rsquo;s request pursuant to Section 4(c)(ii), (ii) a strike price equal to the Alternate
Exercise Price in effect on the date of the Holder&rsquo;s request pursuant to Section&nbsp;4(c)(ii), (iii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of
the date of the Holder&rsquo;s request pursuant to Section&nbsp;4(c)(ii) and (2) the remaining term of this Warrant as of the date
of the occurrence of such Event of Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100%
and the 30 day volatility obtained from the &ldquo;HVT&rdquo; function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following later of (x) the date of the occurrence of such Event of Default and (y) the
date of the public announcement of such Event of Default.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(s)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Excluded Securities</B>&rdquo; means (i) shares of Common Stock or standard options to purchase Common Stock
issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant
to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock
issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed
more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of
any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none
of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the
Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription
Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities
(other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i)
above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible
Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by
clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of
Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of
the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant
to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA
Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other
than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(t)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Expiration Date</B>&rdquo; means the date that is the fifth (5<SUP>th</SUP>) anniversary of the Initial Exercisability
Date or, if such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market (a
&ldquo;<B>Holiday</B>&rdquo;), the next date that is not a Holiday.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(u)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>Fundamental Transaction</B>&rdquo; means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company or any of its &ldquo;significant subsidiaries&rdquo; (as defined
in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make,
or allow the Company to be subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a
purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common
Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities
making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not
outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with
any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined
in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock or share
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related
transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the &ldquo;beneficial
owner&rdquo; (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock not held
by all such Subject Entities as of the date of this Warrant calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without
approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner
to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(v)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Group</B>&rdquo; means a &ldquo;group&rdquo; as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(w)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>Notes</B>&rdquo; has the meaning ascribed to such term in the Securities Purchase Agreement, and shall include
all notes issued in exchange therefor or replacement thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(x)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Options</B>&rdquo; means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(y)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Parent Entity</B>&rdquo; of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(z)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Person</B>&rdquo; means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(aa)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Principal Market</B>&rdquo; means the OTCQB.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(bb)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT> &ldquo;<B>SEC</B>&rdquo; means the United States Securities and Exchange Commission or the successor thereto.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(cc)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT><B>&ldquo;Subject Entity</B>&rdquo; means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(dd)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Successor Entity</B>&rdquo; means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ee)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt">
</FONT>&ldquo;<B>Trading Day</B>&rdquo; means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that &ldquo;Trading Day&rdquo; shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price or trading volume
determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for
trading of securities.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">(ff)<FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 7pt"> &nbsp;
</FONT>&ldquo;<B>VWAP</B>&rdquo; means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal 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 &ldquo;HP&rdquo; 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 &ldquo;pink sheets&rdquo; 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. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section&nbsp;13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center">[<I>signature page follows</I>]</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>


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<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>IN WITNESS WHEREOF,</B>
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="RIGHT" STYLE="width: 50%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; width: 100%">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>TIMEFIREVR INC. </B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:_________________________________&#9;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: __________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: Chief Executive Officer</TD></TR>
</TABLE>


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<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: right">EXHIBIT A</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center">EXERCISE
NOTICE</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center">TO BE
EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS<BR>
<FONT STYLE="font-size: 11.5pt">WARRANT TO PURCHASE COMMON STOCK</FONT></P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center"><FONT STYLE="text-transform: none">TimeFireVR
Inc </FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The undersigned
holder hereby elects to exercise the Warrant to Purchase Common Stock No.&nbsp;_______ (the &ldquo;<B>Warrant</B>&rdquo;) of TimeFireVR
Inc., a Nevada corporation (the &ldquo;<B>Company</B>&rdquo;) as specified below. Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">1. <U>Form
of Exercise Price</U>. The Holder intends that payment of the Aggregate Exercise Price shall be made as:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">&#9744;</TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11.5pt">a &ldquo;<U>Cash Exercise</U>&rdquo; with respect to _________________
Warrant Shares; and/or</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">&#9744;</TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 11.5pt">a &ldquo;<U>Cashless Exercise</U>&rdquo; with respect to _______________
Warrant Shares.</FONT></TD></TR></TABLE>

<P STYLE="font: 11.5pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In the event that
the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the
Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the
date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $________.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9744;</TD><TD STYLE="text-align: justify">If this Exercise Notice is being delivered after the Alternate Exercise Eligibility Date, check
here if Holder is electing to use the following Alternate Exercise Price in this exercise: ____________.</TD></TR></TABLE>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-size: 11.5pt">2. <U>Payment
of Exercise Price</U>. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise </FONT>Price <FONT STYLE="font-size: 11.5pt">in the sum
of $___________________ to the Company in accordance with the terms of the Warrant.</FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-size: 11.5pt">3. <U>Delivery
of Warrant Shares</U>. The Company shall deliver to Holder, or its designee or agent as specified below, __________ </FONT>shares
of Common Stock <FONT STYLE="font-size: 11.5pt">in accordance with the terms of the Warrant. Delivery shall be made to Holder,
or for its benefit, as follows:</FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0">
<TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in"><FONT STYLE="font-size: 12pt">&#9744;</FONT></TD><TD><FONT STYLE="font-size: 12pt">Check
                                         here if requesting delivery as a certificate to the following name and to the following
                                         address:</FONT></TD></TR>
</TABLE></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 12pt Times New Roman, Times, Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 25%; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Issue to:</TD>
    <TD STYLE="width: 75%; border-bottom: Black 1pt solid; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-left: 0.5in; text-align: justify">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-top: 6pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-left: 0.5in; text-align: justify">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding-top: 6pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 11.5pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 12pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9744;</TD><TD>Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:</TD></TR></TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">DTC Participant:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">DTC Number:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-left: 0.5in; text-align: justify">Account Number:</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; font: 12pt Times New Roman, Times, Serif; padding-top: 12pt; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 0.5in; text-align: justify">&nbsp;</TD>
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&nbsp;</TD></TR>
<TR>
    <TD>&nbsp;</TD>
    <TD STYLE="width: 137px">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt">Date: _____________ __, ____</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 156.6pt"><BR>
        Name of Registered Holder</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 6pt">&nbsp;</P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt; text-indent: -18.45pt">By: ____________________________<BR>
        Name: _______________________<BR>
        Title: ________________________<BR>
        <BR>
        </P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">Tax ID:____________________________</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">Facsimile:__________________________</P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt 18.45pt">E-mail Address:_____________________</P></TD></TR>
</TABLE>
<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: right">EXHIBIT B</P>

<P STYLE="font: bold 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-transform: uppercase; text-align: center">ACKNOWLEDGMENT</P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-size: 11.5pt">The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above </FONT>indicated <FONT STYLE="font-size: 11.5pt">number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 201_, from the Company and acknowledged
and agreed to by _______________.</FONT></P>

<P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-size: 11.5pt">&nbsp;</FONT></P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="RIGHT" STYLE="width: 50%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; width: 100%">
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt"><B>TIMEFIREVR INC. </B></P>
        <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">By:_______________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Name: _________________________</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font: 12pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 22.95pt; text-align: justify">Title: __________________________</TD></TR>
</TABLE>

<P STYLE="font: 6pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 6pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 6pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

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